UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2010
USG Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Delaware
|
|
1-8864
|
|
36-3329400 |
|
|
|
|
|
|
| (State or other jurisdiction of
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
| incorporation) |
|
|
|
|
| |
|
|
|
| 550 West Adams Street,Chicago, Illinois
|
|
60661-3676 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (312) 436-4000
(former name and address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions.
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01 Other Events.
On November 4, 2010, the Corporation issued a press release announcing that it has launched a
private offering of $300 million aggregate principal amount of senior notes. The notes will be the
unsecured obligations of the Corporation. The Corporation’s obligations under the notes will be
guaranteed on a senior unsecured basis by certain of its domestic subsidiaries. The notes will be
offered and sold only to qualified institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance
with Regulation S under the Securities Act.
The Corporation intends to use the net proceeds from the sale of the notes for general
corporate purposes, which may include the repayment of indebtedness, working capital, capital
expenditures and acquisitions.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
In addition, in connection with the offering, the Corporation disclosed certain supplemental
information relating to the Corporation in a private offering memorandum dated November 4, 2010.
Such supplemental information is as follows:
We are currently in discussions regarding a potential amendment and restatement or replacement
of our existing senior secured credit facility that, among other things, would extend the maturity
date of up to $400 million of the loan commitments thereunder to five years after the effective
date of the amendment and restatement or replacement (with the remaining commitments either being
terminated or continuing to mature on the original commitment termination date of August 2, 2012).
We expect that the extended or replacement senior secured credit facility would be otherwise on
terms substantially similar to our current senior secured credit facility, including the ability to
increase the commitment thereunder with the consent of any lender that agrees to provide such
incremental financing. There can be no assurance, however, that we will amend and restate or
replace the existing senior secured credit facility or that any such amendment would be on terms
substantially similar to those described above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 – USG Corporation press release dated November 4, 2010