EXHIBIT 99.1
- --------------------------------------------------------------------------------
BMCA NEWS
Building Materials 1361 Alps Road, Wayne, NJ 07470 973 628-3000
Corp. of America
- --------------------------------------------------------------------------------
BUILDING MATERIALS CORPORATION OF AMERICA COMMENCES CASH TENDER
OFFERS AND CONSENT SOLICITATIONS FOR NOTES DUE IN 2007 AND 2008
NEW YORK - December 20, 2006 - Building Materials Corporation of America
("BMCA") and Building Materials Manufacturing Corporation ("BMMC" and, together
with BMCA, the "Purchasers") announced today that they have commenced cash
tender offers to purchase all of the outstanding $100,000,000 in aggregate
principal amount of the 8% Senior Notes due 2007 issued by the Purchasers (the
"2007 Notes") and all of the outstanding $155,000,000 in aggregate principal
amount of the 8% Senior Notes due 2008 issued by BMCA (the "2008 Notes"), as
well as related consent solicitations to amend the indentures governing each of
the 2007 Notes and the 2008 Notes. The tender offers, as well as the related
consent solicitations, are being made upon the terms and subject to the
conditions set forth in the Purchasers' Offer to Purchase and Consent
Solicitation Statement dated December 20, 2006. Each tender offer is scheduled
to expire at 5:00 p.m., New York City time, on January 23, 2007, unless extended
or earlier terminated.
The offers are being made in connection with the previously announced
offer by BMCA to purchase each outstanding share of common stock and the
associated preferred stock purchase rights of ElkCorp for $40.00 in cash (the
"Equity Tender Offer").
The total consideration to be paid in cash for each $1,000 principal
amount of validly tendered 2007 Notes and 2008 Notes, subject to the terms and
conditions of the tender offers and consent solicitations, will be based on a
fixed spread of 50 basis points over the applicable U.S. Treasury Securities.
This total consideration includes a $30.00 consent payment for holders who
tender their 2007 Notes and 2008 Notes and deliver their related consents on or
prior to 5:00 p.m., New York City time, on January 4, 2007 (unless extended or
earlier terminated).
In addition, holders of each of the 2007 Notes and the 2008 Notes who
validly tender their Notes and whose Notes are accepted for payment will receive
accrued and unpaid interest up to, but not including, the payment date.
In conjunction with the tender offers, the Purchasers are soliciting
consents to eliminate substantially all of the restrictive covenants and certain
of the events of default contained in the respective indentures governing the
2007 Notes and the 2008 Notes, as well as to modify or eliminate certain other
provisions contained in the indentures. Adoption of the proposed amendments
requires the consent of holders of at least a majority of the aggregate
principal amount of each series of Notes. Holders must validly tender their
Notes and deliver their consents on or prior to 5:00 p.m., New York City time,
on January 4, 2007 (unless extended or earlier terminated) in order to receive
the consent payment. Holders tendering Notes after such date will not be
eligible to receive the consent payment.
The tender offers are conditioned upon, among other things, the
Purchasers receiving the requisite consents from the holders of each series of
Notes, BMCA successfully consummating the Equity Tender Offer and BMCA entering
into new credit facilities in an amount sufficient to pay, among other things,
the consideration for all validly tendered 2007 Notes and 2008 Notes. We refer
you to the filings made by BMCA with the U.S. Securities and Exchange Commission
for more information with respect to the Equity Tender Offer.
The Purchasers have retained Bear, Stearns & Co. Inc. and Deutsche Bank
Securities Inc. to act as Dealer Managers in connection with the tender offers.
Questions about the tender offers may be directed to the Global Liability
Management Group at Bear, Stearns & Co. Inc. at (877) 696-2327 (toll free), the
High Yield Capital Markets Group at Deutsche Bank Securities Inc. at (800)
553-2826 (toll free), or to D.F. King & Co. Inc., the Information Agent for the
tender offers and consent solicitations, at (212) 269-5550 (collect) or (800)
628-8536 (toll free).
A more comprehensive description of the tender offers and consent
solicitations can be found in the Purchasers' Offer to Purchase and Consent
Solicitation Statement and the related Consent and Letter of Transmittal dated
December 20, 2006. Copies of these documents and other related documents can be
obtained from the Information Agent.
This press release is neither an offer to purchase nor a solicitation
of an offer to sell securities and no recommendation is made as to whether or
not holders of the 2007 Notes and the 2008 Notes should tender their securities
pursuant to the tender offers. The tender offers are made only by the Offer to
Purchase and Consent Solicitation Statement dated December 20, 2006.
****
BMCA INFORMATION
Building Materials Corporation of America, which operates under the name of GAF
Materials Corporation, is an indirect subsidiary of G-I Holdings Inc. With
annual sales in 2005 approximating $2.0 billion, BMCA is North America's largest
manufacturer of residential and commercial roofing products and specialty
building products.
# # #
FORWARD-LOOKING STATEMENTS
This release contains some forward-looking statements as defined by the federal
securities laws which are based on our current expectations and assumptions,
which are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those anticipated, projected or implied. We
undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
2