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
ANNOUNCES PURCHASE PRICE FOR ITS CASH TENDER OFFER AND CONSENT
SOLICITATION FOR NOTES DUE IN 2007 AND 2008
NEW YORK - February 20, 2007- Building Materials Corporation of America ("BMCA")
and Building Materials Manufacturing Corporation ("BMMC," and together with
BMCA, the "Purchasers") announced today the consideration to be paid in the
previously announced tender offer (the "2007 Offer") to purchase for cash all of
their outstanding 8% Senior Notes due 2007 (the "2007 Notes") and BMCA's
previously announced tender offer (the "2008 Offer" and, together with the 2007
Offer, the "Offers") to purchase for cash all of its outstanding 8% Senior Notes
due 2008 (the "2008 Notes," and together with the 2007 Notes, the "Notes").
The total consideration for the Notes, which will be payable in respect of Notes
accepted for payment that were validly tendered with consents delivered and not
withdrawn on or prior to 5:00 p.m., New York City time, on January 4, 2007, will
be an amount equal to the total consideration specified in the table below for
each $1,000 principal amount of Notes. The purchase price for the Notes, which
will be paid in respect of Notes accepted for payment that are validly tendered
subsequent to 5:00 p.m., New York City time, on January 4, 2007 but on or prior
to 12:00 midnight, New York City time, on February 21, 2007, will be an amount
equal to the total consideration minus the consent payment of $30.00 per $1,000
principal amount of Notes. In addition to the total consideration or purchase
price payable in respect of Notes purchased in the tender offers, the Purchasers
will pay accrued and unpaid interest to, but not including, the payment date for
Notes purchased in the tender offers.
TENDER
TITLE OF REFERENCE APPLICABLE OFFER TOTAL CONSENT PURCHASE
NOTES YIELD SPREAD YIELD CONSIDERATION PAYMENT PRICE
----- ----- ------ ----- ------------- ------- -----
8% Senior 5.118% 50 bps 5.618% $1,015.00 $30.00 $985.00
Notes due
2007
8% Senior 4.837% 50 bps 5.337% $1,044.80 $30.00 $1,014.80
Notes due
2008
The total consideration and the purchase price for the Notes was determined as
of 2:00 p.m., New York City time, Friday, February 16, 2007, by reference to a
fixed spread of 50 basis points above the yield of the applicable reference
security, using a February 22, 2007 payment date for calculation purposes.
The tender offers will expire at 12:00 midnight, New York City time, on
Wednesday, February 21, 2007, unless extended or earlier terminated.
The tender offers and consent solicitations are being made only pursuant to the
Offer to Purchase and Consent Solicitation Statement dated December 20, 2006 and
the related Consent and Letter of Transmittal, as the same may be amended from
time to time. 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 2006 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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