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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BMCA ACQUISITION SUB INC. COMMENCES CASH TENDER OFFERS AND CONSENT
SOLICITATIONS FOR ELKCORP NOTES DUE 2007, 2009, 2012 AND 2014
NEW YORK - February 12, 2007- BMCA Acquisition Sub Inc. (the "Purchaser"), an
indirect wholly-owned subsidiary of Building Materials Corporation of America
("BMCA"), announced today that it has commenced cash tender offers to purchase
all of the outstanding $25,000,000 in aggregate principal amount of the 4.69%
Senior Notes due 2007 (the "2007 Notes"), $60,000,000 in aggregate principal
amount of the 6.99% Senior Notes due 2009 (the "2009 Notes"), $60,000,000 in
aggregate principal amount of the 7.49% Senior Notes due 2012 (the "2012 Notes")
and $50,000,000 in aggregate principal amount of the 6.28% Senior Notes due 2014
(the "2014 Notes" and, together with the 2007 Notes, the 2009 Notes and the 2012
Notes, the "Notes") issued by ElkCorp, as well as related consent solicitations
to amend the note purchase agreements governing each of the 2007 Notes, the
2009/2012 Notes and the 2014 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 Purchaser's Offer to Purchase and Consent
Solicitation Statement dated February 12, 2007. Each tender offer is scheduled
to expire at 5:00 p.m., New York City time, on March 23, 2007, unless extended
or earlier terminated.
The offers are being made in connection with the previously announced offer by
the Purchaser to purchase each outstanding share of common stock and the
associated preferred stock purchase rights of ElkCorp for $43.50 in cash (the
"Equity Tender Offer") and the related merger (the "Merger") to be consummated
in accordance with the merger agreement entered into by the Purchaser, BMCA
Acquisition Inc., a wholly-owned subsidiary of BMCA and the parent company to
the Purchaser (the "Parent"), and ElkCorp on February 9, 2007.
The purchase price to be paid in cash for each $1,000 principal amount of
validly tendered 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. In addition, holders of the 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 Purchaser is soliciting consents to
eliminate substantially all of the restrictive covenants and certain of the
events of default contained in the respective note purchase agreements governing
the Notes, as well as to modify or eliminate certain other provisions contained
in the note purchase agreements. 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 on or prior to 5:00 p.m., New York City time, on
February 21, 2007 (unless extended or earlier terminated). If the proposed
amendments are adopted, the Purchaser will pay each holder of the Notes an
amount equal to $2.50 per $1,000 principal amount of Notes.
Each of the tender offers is conditioned upon, among other things, the Purchaser
receiving the requisite consents from the holders of each series of Notes, the
execution of the Amended Note Purchase Agreements implementing the Proposed
Amendments and the Purchaser receiving a number of shares in the Equity Tender
Offer which, when taken together with the shares beneficially owned by the
Purchaser or BMCA and any of their affiliates, or shares issuable upon the
exercise of any option or other rights granted to the Purchaser or its
affiliates by ElkCorp, represents 90% or more of ElkCorp's outstanding shares.
We refer you to the filings made by the Purchaser and the Parent with the U.S.
Securities and Exchange Commission for more information with respect to the
Equity Tender Offer.
The Purchaser has retained Bear, Stearns & Co. Inc. to act as Dealer Manager in
connection with the tender offers and as Solicitation Agent in connection with
the 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).
A more comprehensive description of the tender offers and consent solicitations
can be found in the Purchaser's Offer to Purchase and Consent Solicitation
Statement and the related Consent and Letter of Transmittal dated February 12,
2007. Copies of these documents and other related documents can be obtained from
the Dealer Manager.
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 February 12, 2007.
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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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