Axiall Corporation Announces Initial Purchase of 9% Senior Secured Notes due
2017 and Receipt of Requisite Consents to Amend the Indenture in Cash Tender
Offer and Consent Solicitation
ATLANTA -- February 1, 2013
Axiall Corporation (NYSE: AXLL), formerly known as Georgia Gulf Corporation
(the “Company”), today announced that it has accepted for purchase
approximately $444.6 million aggregate principal amount of its $450.0 million
aggregate principal amount of 9% Senior Secured Notes due 2017 (CUSIP Nos.
373200AV6 and U37332AG5) (the “Notes”) representing all Notes that were
validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York
City time, on January 31, 2013 (the “Consent Payment Deadline”), pursuant to
the Company’s previously announced cash offer to purchase and consent
solicitation (the “Tender Offer”) for any and all of its outstanding Notes.
The Company used the net proceeds from its private offering of $450.0 million
aggregate principal amount of 4.875% Senior Notes due 2023 (the “Offering”),
together with cash on hand, to fund the purchase of the Notes for the tender
offer consideration of $1,094.23 per $1,000 principal amount of the purchased
Notes, to make the related consent payments of $30.00 per $1,000 principal
amount of the purchased Notes and to pay the accrued and unpaid interest on
the purchased Notes. The Company expects to use cash on hand and available
borrowings to fund the purchase price of any additional Notes that are validly
tendered pursuant to, and to redeem any and all of the Notes that remain
outstanding following the consummation of, the Tender Offer, as well as to pay
any accrued and unpaid interest and the related tender or redemption expenses.
The Company also received sufficient consents to approve the proposed
amendments to the indenture dated as of December 22, 2009 (as supplemented or
amended, the “Indenture”), governing the Notes. The Company, the guarantors
party thereto and the trustee for the Notes have entered into a supplemental
indenture implementing these amendments.
The completion of the Offering satisfied the financing condition to the Tender
Offer, and the receipt of the requisite consents and execution of the
supplemental indenture to effect the amendments to the Indenture satisfied the
supplemental indenture condition to the Tender Offer. As previously announced,
on January 28, 2013, the Company completed its merger with PPG Industries
Inc.’s commodity chemicals business, the completion of which was also a
condition to the Tender Offer.
The Tender Offer remains open and expires at 9:00 a.m., New York City time, on
February 15, 2013, unless extended or earlier terminated (such time and date,
as the same may be extended, the “Expiration Date”). Holders who validly
tender, and do not validly withdraw, their Notes after the Consent Payment
Deadline and prior to the Expiration Date will be eligible to receive the
tender offer consideration of $1,094.23 per $1,000 principal amount of Notes,
but will not receive the consent payment of $30.00 per $1,000 principal amount
The complete terms and conditions of the Tender Offer are described in the
Offer to Purchase and Consent Solicitation Statement dated January 17, 2013,
and related Letter of Transmittal and Consent, copies of which may be obtained
from D.F. King & Co., Inc., the Information Agent and Tender Agent for the
Tender Offer, at (800) 578-5378.
This press release shall not constitute an offer to purchase, or the
solicitation of an offer to sell, any securities, nor shall there be any sales
of securities mentioned in this press release in any state or foreign
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state
or foreign jurisdiction.
Axiall Corporation is a leading integrated chemicals and building products
company. It is an international manufacturer of chlor-alkali and derivatives,
chlorovinyls and aromatics products including chlorine, caustic soda, vinyl
chloride monomer, chlorinated solvents, calcium hypochlorite, ethylene
dichloride, muriatic acid, phosgene derivatives, polyvinyl chloride, vinyl
compounds, acetone, cumene and phenol. It also manufactures vinyl-based
building and home improvement products that are marketed under the Royal
Building Products and Exterior Portfolio brands, including window and door
profiles, siding, mouldings, pipe and pipe fittings, and decking. Axiall,
headquartered in Atlanta, Georgia, has manufacturing facilities located
throughout North America and in Asia to provide industry-leading materials and
services to customers. For more information, visit www.axiall.com.
Martin Jarosick, 770-395-4524
Alan Chapple, 770-395-4538
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