Georgia Gulf Announces Pricing of Private Offering of $450 Million of Unsecured Senior Notes

  Georgia Gulf Announces Pricing of Private Offering of $450 Million of
  Unsecured Senior Notes

Business Wire

ATLANTA -- January 17, 2013

Georgia Gulf Corporation (NYSE: GGC) (“Georgia Gulf”) today announced the
pricing of its previously announced private offering of $450 million in
aggregate principal amount of unsecured senior notes due 2023 (the “Notes”).
The Notes will have an interest rate of 4.875% per annum and are being issued
at a price of 100% of their face value. The closing of the offering of the
Notes is expected to occur on February1, 2013, subject to customary closing
conditions.

Georgia Gulf intends to use the net proceeds from the offering of the Notes,
together with cash on hand and available borrowings, to fund the repurchase
and/or redemption of any and all of Georgia Gulf’s outstanding 9 percent
senior secured notes due 2017.

The offering of the Notes will be made in a private transaction in reliance
upon an exemption from the registration requirements of the Securities Act of
1933, only in the United States to investors who are “qualified institutional
buyers,” as that term is defined in Rule 144A under the Securities Act, or
outside the United States to investors who are persons other than “U.S.
persons,” as that term is defined in Rule 902 under the Securities Act, in
offshore transactions in reliance upon Regulation S under the Securities Act.

The Notes have not been registered under the Securities Act of 1933 or any
state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful.

About Georgia Gulf

Georgia Gulf Corporation is a leading, integrated North American manufacturer
of two chemical lines, chlorovinyls and aromatics, and manufactures
vinyl-based building and home improvement products. The Company’s vinyl-based
building and home improvement products are marketed under Royal Building
Products and Exterior Portfolio brands. Georgia Gulf, headquartered in
Atlanta, Georgia, has manufacturing facilities located throughout North
America to provide industry-leading service to customers. For more
information, visit www.ggc.com.

Georgia Gulf announced January 14, 2013, that when its pending merger with PPG
Industries Inc.’s (NYSE: PPG) (“PPG”) commodity chemicals business is
completed, the combined organization will be Axiall Corporation and will be
traded on the New York Stock Exchange under the ticker symbol of AXLL. More
information about Axiall and the pending company’s brand story can be found at
www.axiallcorp.com.

Safe Harbor

This communication contains certain statements relating to future events and
our intentions, beliefs, expectations, and predictions for the future. Any
such statements other than statements of historical fact are forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934. Words or phrases such as “will likely result,” “are
expected to,” “will continue,” “is anticipated,” “we believe,” “we expect,”
“estimate,” “project,” “may,” “will,” “intend,” “plan,” “believe,” “target,”
“forecast,” “would” or “could” (including the negative or variations thereof)
or similar terminology used in connection with any discussion of future plans,
actions, or events, including with respect to the proposed separation of PPG’s
commodity chemicals business from PPG and the merger of the PPG commodity
chemicals business and Georgia Gulf (the “Transaction”), and the offering of
the Notes described above (the “Offering”), generally identify forward-looking
statements. These forward-looking statements include, but are not limited to,
statements regarding the expected benefits of the Transaction, and the
expected timing of completion of the Transaction and the Offering, Georgia
Gulf’s anticipated use of the proceeds of the Offering, and Georgia Gulf’s
anticipated future financial and operating performance and results, including
its respective estimates for growth. These statements are based on the current
expectations of the management of Georgia Gulf. There are a number of risks
and uncertainties that could cause Georgia Gulf’s actual results to differ
materially from the forward-looking statements included in this communication.
These risks and uncertainties include risks relating to (i)conditions to the
closing of the Transaction not being satisfied, (ii)a material adverse
change, event or occurrence affecting Georgia Gulf or the PPG commodity
chemicals business prior to the closing of the Transaction delaying the
Transaction or causing the companies to abandon the Transaction,
(iii)problems arising in successfully integrating the businesses of the PPG
commodity chemicals business and Georgia Gulf, which may result in the
combined company not operating as effectively and efficiently as expected,
(iv)the possibility that the Transaction may involve other unexpected costs,
liabilities or delays, (v)the businesses of each respective company being
negatively impacted as a result of uncertainty surrounding the Transaction,
(vi)disruptions from the Transaction harming relationships with customers,
employees or suppliers, (vii)adverse market conditions or other events that
may impact the ability to successfully complete the Offering within the
expected timing, and (viii)uncertainties regarding future prices, industry
capacity levels and demand for Georgia Gulf’s products, raw materials and
energy costs and availability, feedstock availability and prices, changes in
governmental and environmental regulations, the adoption of new laws or
regulations that may make it more difficult or expensive to operate Georgia
Gulf’s businesses or manufacture its products before or after the Transaction,
Georgia Gulf’s ability to generate sufficient cash flows from its business
before and after the Transaction, future economic conditions in the specific
industries to which its products are sold, and global economic conditions.

In light of these risks, uncertainties, assumptions, and factors, the
forward-looking events discussed in this communication may not occur. Other
unknown or unpredictable factors could also have a material adverse effect on
Georgia Gulf’s actual future results, performance, or achievements. For a
further discussion of these and other risks and uncertainties applicable to
Georgia Gulf and its business, see Georgia Gulf's Annual Report on Form 10-K
for the fiscal year ended December 31, 2011 and subsequent filings with the
Securities and Exchange Commission (the “SEC”). As a result of the foregoing,
readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this communication. Georgia
Gulf does not undertake, and expressly disclaims, any duty to update any
forward-looking statement whether as a result of new information, future
events, or changes in its expectations, except as required by law.

Additional Information and Where to Find it

This communication does not constitute an offer to buy, or solicitation of an
offer to sell, any securities of Georgia Gulf, and no offer or sale of such
securities will be made in any jurisdiction where it would be unlawful to do
so. In connection with the Transaction, Georgia Gulf has filed with the
Securities and Exchange Commission (“SEC”) a registration statement on Form
S-4 relating to the Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE PROSPECTUS FORMING PART OF THE REGISTRATION STATEMENT, AND ANY OTHER
RELEVANT DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GEORGIA
GULF, PPG’S COMMODITY CHEMICALS BUSINESS AND THE TRANSACTION. Investors and
security holders will be able to obtain these materials and other documents
filed with the SEC free of charge at the SEC’s website, www.sec.gov. In
addition, copies of the registration statement may be obtained free of charge
by accessing Georgia Gulf’s website at www.GGC.com by clicking on the
“Investors” link and then clicking on the “SEC Filings” link, or upon written
request to Georgia Gulf at 115 Perimeter Center Place, Suite 460, Atlanta,
Georgia 30346, Attention: Investor Relations. Shareholders may also read and
copy any reports, statements and other information filed by Georgia Gulf with
the SEC, at the SEC public reference room at 100 F Street, N.E., Washington
D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website
for further information on its public reference room.

Contact:

Georgia Gulf Corporation
Investor Relations
Martin Jarosick, 770-395-4524
or
Media
Alan Chapple, 770-395-4538
chapplea@ggc.com
 
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