Owens Corning Announces Early Tender Results of Cash Tender Offers for Any and All of its 9.000% Senior Notes due 2019 and Up to $140 Million Aggregate Principal Amount of its 7.000% Senior Notes due 2036 and Election of Early Settlement

TOLEDO, Ohio--()--Owens Corning (NYSE:OC) today announced the early tender results for its previously announced cash tender offers (the “Tender Offers”) to purchase (i) any and all of its 9.000% Senior Notes due 2019 (the “2019 Notes”) and (ii) up to $140,000,000 aggregate principal amount of its 7.000% Senior Notes due 2036 (the “2036 Notes,” and together with the 2019 Notes, the “Outstanding Notes”) and its election, with respect to Outstanding Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below), to make payment for such Outstanding Notes on July 7, 2017 (the “Early Settlement Date”).

The terms and conditions of the Tender Offers are described in the Offer to Purchase, dated June 21, 2017 (the “Offer to Purchase”), which sets forth a complete description of the terms and conditions of the Tender Offers and the related Letter of Transmittal (the “Letter of Transmittal”).

The table below identifies the principal amount of each series of Outstanding Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on July 5, 2017 (the “Early Tender Time”) and the principal amount of each series that Owens Corning has accepted for purchase, as well as the relevant approximate proration factor for the 2036 Notes.

CUSIP
Number

   

Title of
Security

   

Aggregate
Principal
Amount
Outstanding

   

Series Cap
(Aggregate
Principal
Amount)

   

Principal
Amount
Tendered

   

Principal
Amount
Accepted

   

Approximate
Proration
Factor

690742AC5

9.000%
Senior Notes
due 2019

$144,294,000 N/A $82,198,000 $82,198,000 N/A
690742AB7

7.000%
Senior Notes
due 2036

$550,000,000 $140,000,000 $335,408,000

$139,748,000

42%
 

Owens Corning will calculate the consideration to be paid to holders who validly tendered and did not validly withdraw their Outstanding Notes at or prior to the Early Tender Time in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the bid-side yield of the applicable reference security, calculated as of 2:00 p.m., New York City time, on July 6, 2017.

Because the Tender Offer with respect to the 2036 Notes is fully subscribed as of the Early Tender Time, Holders who validly tender any 2036 Notes after the Early Tender Time will not have any of their 2036 Notes accepted for payment.

BofA Merrill Lynch and Wells Fargo Securities, LLC are acting as dealer managers for the Tender Offers. The tender and information agent for the Tender Offers is D.F. King & Co., Inc.

Requests for documentation for the Tender Offers should be directed to D.F. King & Co., Inc. at (877) 297-1747 (U.S. toll-free) or (212) 269-5550 (banks and brokers). Questions regarding the Tender Offers should be directed to BofA Merrill Lynch at (888) 292-0072 (toll-free) or (980) 387-3907 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect).

This news release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offers are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The Tender Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In any jurisdiction in which the securities or “blue sky” laws require offers to be made by a licensed broker or dealer, any offer will be deemed to be made on behalf of Owens Corning by a dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. None of Owens Corning, the dealer managers or the tender and information agent makes any recommendations as to whether holders should tender their Outstanding Notes pursuant to the Tender Offers.

About Owens Corning

Owens Corning (NYSE:OC) develops, manufactures and markets insulation, roofing, and fiberglass composites. Global in scope and human in scale, the company’s market-leading businesses use their deep expertise in materials, manufacturing and building science to develop products and systems that save energy and improve comfort in commercial and residential buildings. Through its glass reinforcements business, the company makes thousands of products lighter, stronger and more durable. Ultimately, Owens Corning people and products make the world a better place. Based in Toledo, Ohio, Owens Corning posted 2016 sales of $5.7 billion and employs 17,000 people in 33 countries. It has been a Fortune 500® company for 63 consecutive years. For more information, please visit www.owenscorning.com.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from those results projected in the statements. These risks, uncertainties and other factors include, without limitation: our ability to successfully integrate Pittsburgh Corning Corporation and Pittsburgh Corning Europe NV; relationships with key customers; levels of residential and commercial construction activity; competitive and pricing factors; levels of global industrial production; demand for our products; industry and economic conditions that affect the market and operating conditions of our customers, suppliers or lenders; domestic and international economic and political conditions, including new legislation, policies or other governmental actions by the U.S. presidential administration and Congress; foreign exchange and commodity price fluctuations; our level of indebtedness; weather conditions; availability and cost of credit; availability and cost of energy and raw materials; issues involving implementation and protection of information technology systems; labor disputes; legal and regulatory proceedings, including litigation and environmental actions; our ability to utilize our net operating loss carryforwards; research and development activities and intellectual property protection; interest rate movements; uninsured losses; issues related to acquisitions, divestitures and joint ventures; achievement of expected synergies, cost reductions and/or productivity improvements; defined benefit plan funding obligations; price volatility in certain wind energy markets in the U.S. and factors detailed from time to time in the company’s Securities and Exchange Commission filings. The information in this news release speaks as of July 6, 2017, and is subject to change. The company does not undertake any duty to update or revise forward-looking statements except as required by federal securities laws. Any distribution of this news release after that date is not intended and should not be construed as updating or confirming such information.

Owens Corning Investor Relations News

Contacts

Owens Corning
Media Queries
Chuck Hartlage, +1-419-248-5395
chuck.hartlage@owenscorning.com
or
Investor Queries
Thierry Denis, +1-419-248-5748
thierry.j.denis@owenscorning.com

Release Summary

Owens Corning Announces Early Tender Results of Cash Tender Offers for Any and All of its 9.000% Senior Notes due 2019

Contacts

Owens Corning
Media Queries
Chuck Hartlage, +1-419-248-5395
chuck.hartlage@owenscorning.com
or
Investor Queries
Thierry Denis, +1-419-248-5748
thierry.j.denis@owenscorning.com