Georgia-Pacific Announces Launch of Tender Offers and Consent Solicitations
17 Novembre 2005 - 5:08PM
PR Newswire (US)
ATLANTA, Nov. 17 /PRNewswire-FirstCall/ -- Georgia-Pacific Corp.
(NYSE:GP) today commenced its previously announced tender offers to
purchase approximately $2.4 billion of debt securities issued by
Georgia-Pacific and its Fort James Corp. subsidiary. (Logo:
http://www.newscom.com/cgi-bin/prnh/20030425/PAPLOGO )
Georgia-Pacific is making the offers to purchase the debt in
connection with the recently announced acquisition of
Georgia-Pacific by Koch Forest Products, Inc., an indirect wholly
owned subsidiary of Koch Industries, Inc. Consummation of the
tender offers is subject to certain conditions, including
completion of the associated merger following consummation of Koch
Forest Products' all cash tender offer for shares of
Georgia-Pacific common stock. Funding for tendered securities will
be provided by Koch Forest Products using the proceeds of merger
financing facilities. For the securities issued by Georgia-Pacific
listed below, the consideration offered for each $1,000 principal
amount of securities validly tendered and not withdrawn pursuant to
the tender offers shall be calculated as if Georgia-Pacific had
redeemed the maximum amount of the securities it is permitted to
redeem under the equity claw-back redemption provisions of the
indenture governing such securities, with the balance calculated by
reference to a fixed spread over the yield to maturity of the
applicable U.S. Treasury reference note. The applicable U.S.
Treasury reference note and the fixed spread for each security
tendered for are specified below. However, the consideration
determined using only the fixed spread pricing will be the tender
offer price if this would result in a lower price. The
consideration offered for each $1,000 principal amount of
securities issued by Fort James listed below that are validly
tendered and not withdrawn pursuant to the tender offers shall be
calculated in accordance with the fixed spread pricing referred to
above. In each case, accrued and unpaid interest to, but not
including, the applicable payment date also will be payable. The
table below lists the securities subject to the tender offer, the
applicable U.S. Treasury reference note and the fixed spread. Issue
Reference Security Fixed Spread Georgia-Pacific securities: 7.375%
Senior Notes due 2008 3.250% U.S. Treasury Note 50 basis points due
August 15, 2008 8.875% Senior Notes due 2010 6.500% U.S. Treasury
Note 50 basis points due February 15, 2010 9.375% Senior Notes due
2013 5.500% U.S. Treasury Note 50 basis points due February 15,
2008 8.000% Senior Notes due 2014 3.250% U.S. Treasury Note 50
basis points due January 15, 2009 Fort James securities: 6.875%
Senior Notes due 2007 4.000% U.S. Treasury Note 30 basis points due
August 31, 2007 9.250% Debentures due 2021 5.375% U.S. Treasury
Note 75 basis points due February 15, 2031 7.750% Debentures due
2023 5.375% U.S. Treasury Note 75 basis points due February 15,
2031 The consideration will be calculated by the dealer managers at
2:00 p.m., New York City time, on December 16, 2005, as such date
may be amended. Such price determination date is intended to be the
business day prior to the merger, and will be no less than 10
business days prior to the expiration of the tender offers.
Georgia-Pacific is also soliciting consents from the holders of the
securities to eliminate substantially all of the restrictive
covenants in the indentures governing the securities. The
consideration calculated above includes a consent payment of $20
per $1,000 principal amount payable to those holders of securities
that tender their securities and deliver their consents prior to
the consent date, which is 5:00 p.m., New York City time, on
December 1, 2005, unless extended. Holders who tender securities
and deliver consents after such time but prior to the expiration
date will not be entitled to receive the consent payment. The
tender offers will expire at 5:00 p.m., New York City time, on
December 30, 2005, unless extended. Notes validly tendered prior to
5:00 p.m., New York City time, on the business day before the
merger will be accepted for payment substantially concurrent with
the consummation of the merger and payment will be made in same day
funds promptly following the merger. Notes validly tendered after
5:00 p.m., New York City time, on the business day before the
merger and prior to the expiration date of the tender offers will
be accepted promptly following the expiration date and paid
promptly thereafter. Tendered Notes may not be withdrawn and
consents may not be revoked after the consent date, except in
limited circumstances. Any extension, delay, termination or
amendment of the offers will be followed as promptly as practicable
by a public announcement thereof. Full details of the tender offers
and consent solicitations are included in Georgia-Pacific's Offer
to Purchase and Consent Solicitation Statement dated November 17,
2005. The dealer managers for the tender offers and solicitation
agents for the consent solicitations will be Citigroup Corporate
and Investment Banking and Goldman, Sachs & Co. Persons with
questions regarding the tender offers or the consent solicitations
should contact Citigroup Corporate and Investment Banking at (800)
558-3745 (U.S. toll free), attention: Liability Management Group or
Goldman, Sachs & Co. at (800) 828-3182 (U.S. toll free) or
(212) 357-3019, attention: Credit Liability Management. Requests
for documents should be directed to Global Bondholder Services
Corporation, the information agent, at : (212) 430-3774 (for banks
and brokers) or (866) 952-2200 (U.S. toll free). This release is
neither an offer to purchase nor a solicitation or an offer to sell
any securities. The tender offers are made only by the Offer to
Purchase and Consent Solicitation Statement dated November 17,
2005. Headquartered at Atlanta, Georgia-Pacific is one of the
world's leading manufacturers and marketers of tissue, packaging,
paper, building products and related chemicals. With 2004 annual
sales of approximately $20 billion, the company employs 55,000
people at more than 300 locations in North America and Europe. Its
familiar consumer tissue brands include Quilted Northern(R), Angel
Soft(R), Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R),
Vanity Fair(R) and Lotus(R), as well as the Dixie(R) brand of
disposable cups, plates and cutlery. Georgia-Pacific's building
products manufacturing business has long been among the nation's
leading supplier of building products to lumber and building
materials dealers and large do-it-yourself warehouse retailers. For
more information, visit http://www.gp.com/ FORWARD-LOOKING
STATEMENTS: Any statements made regarding the proposed transaction
between Koch Industries, Inc. and Georgia-Pacific Corporation, the
expected results of the tender offers and consent solicitations and
any other statements contained in this news release that are not
purely historical fact are forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995,
that are based on management's beliefs, certain assumptions and
current expectations. These statements may be identified by their
use of forward-looking terminology such as the words "expects,"
"projects," "anticipates," "intends" and other similar words. Such
forward- looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
projected. These risks and uncertainties include, but are not
limited to, general economic, business and market conditions and
the satisfaction of the conditions to closing of the proposed
transaction and the tender offers and consent solicitations. For a
more complete discussion of certain of the risks and uncertainties
that could cause actual results to differ from those contained in
the forward-looking statements, read the discussion of risks and
uncertainties in the Georgia- Pacific 2004 10-K and other SEC
filings. The forward-looking statements contained in this news
release are made as of the date hereof, and we do not undertake any
obligation to update any forward-looking statements, whether as a
result of future events, new information or otherwise.
http://www.newscom.com/cgi-bin/prnh/20030425/PAPLOGO
http://photoarchive.ap.org/ DATASOURCE: Georgia-Pacific Corp.
CONTACT: Liability Management Group or Goldman, Sachs & Co.,
+1-800-828-3182, or +1-212-357-3019, attention: Credit Liability
Management; or Requests for documents, Global Bondholder Services
Corporation, the information agent, +1-212-430-3774 (for banks and
brokers), or +1-866-952-2200 (U.S. toll free), all for
Georgia-Pacific Corp. Web site: http://www.gp.com/
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