GenCorp Announces Closing of $460 million Second-Priority Senior Secured Notes Offering

GenCorp Announces Closing of $460 million Second-Priority Senior Secured Notes

PR Newswire

SACRAMENTO, Calif., Jan. 28, 2013

SACRAMENTO, Calif., Jan. 28, 2013 /PRNewswire/ -- GenCorp Inc. (NYSE: GY)
("GenCorp") announced today that it has closed the offering of $460 million
aggregate principal amount of its 7.125% Second-Priority Senior Secured Notes
due 2021 (the "Notes"). The Notes were sold to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and outside the United States in accordance with Regulation
S under the Securities Act.

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GenCorp intends to use the net proceeds of the Notes offering to fund, in
part, the proposed acquisition of United Technologies Corporation's Pratt &
Whitney Rocketdyne business (the "Acquisition") announced on July 23, 2012,
and to pay related fees and expenses.

The gross proceeds from the Notes offering have been deposited into escrow
pending the consummation of the proposed Acquisition. If the Acquisition is
not consummated on or prior to July 21, 2013 (subject to a one-month extension
upon satisfaction of certain conditions) or upon the occurrence of certain
other events, GenCorp will be required to redeem the Notes at a price equal to
100% of the issue price of the Notes, plus accrued and unpaid interest, if
any, to, but not including the date of redemption.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy the Notes. The Notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction, and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.

Contact information:
Investors: Kathy Redd, chief financial officer 916.355.2361
Media: Glenn Mahone, vice president, communications 202.302.9941

SOURCE GenCorp Inc.
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