EXHIBIT 99.1
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BMCA NEWS
Building Materials 1361 Alps Road, Wayne, NJ 07470 973 628-3000
Corp. of America
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BUILDING MATERIALS CORPORATION OF AMERICA
RECEIVES REQUISITE CONSENTS
NEW YORK - January 4, 2007- Building Materials Corporation of America ("BMCA")
and Building Materials Manufacturing Corporation ("BMMC," and together with
BMCA, the "Purchasers") announced today that, in connection with BMCA and BMMC's
previously announced tender offer to purchase for cash all of their outstanding
8% Senior Notes due 2007 (the "2007 Notes") and BMCA's previously announced
tender offer to purchase for cash all of its outstanding 8% Senior Notes due
2008 (the "2008 Notes," and together with the 2007 Notes, the "Notes") as well
as the related consent solicitations to amend each of the indentures governing
the 2007 Notes and the 2008 Notes, the Purchasers have been advised by the
depositary for the tender offers and consent solicitations that, as of 5 P.M.
New York City time on January 4, 2007, holders of a majority in aggregate
principal amount of each of the 2007 Notes and the 2008 Notes had validly
tendered and not withdrawn their Notes and had provided their consents to effect
the proposed amendments to the indentures under which the 2007 Notes and the
2008 Notes were issued.
As a result of receiving the requisite consents and tenders for both the 2007
Notes and the 2008 Notes, in order to effect the proposed amendments to the
indentures governing the Notes, the Purchasers will promptly execute and deliver
supplemental indentures to the respective indentures. The supplemental
indentures (and the proposed amendments contained therein) will not, however,
become operative unless and until each of the Purchasers accept the 2007 Notes
and the 2008 Notes, as the case may be, for purchase pursuant to the respective
tender offers.
Bear, Stearns & Co. Inc. and Deutsche Bank Securities are acting as Dealer
Managers in connection with the tender offers and consent solicitations.
Questions about the tender offers and consent solicitations 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 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.
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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.
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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.
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