M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

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Friday, October 26, 2007

On Hiatus Today/Goodman Global

I'll be back on Monday.  For weekend reading, here is the Goodman Global merger agreement with Hellman & Friedman via Chill Acquisition Corp.  Some fun things in it which I will talk about next week, including the following atypical condition to H&F's completion of the merger:

The Company and its Subsidiaries, on a consolidated basis, shall have realized not less than $255 million in EBITDA (as hereinafter defined) for the fiscal year ended December 31, 2007. “EBITDA” shall mean EBITDA as defined in the existing indenture, dated as of December 23, 2004, governing the 7 7/8% Senior Subordinated Notes due 2012 of Holdings modified as follows: (i) business optimization expenses and other restructuring charges under clause (4) thereof shall only be permitted to be added back up to an aggregate amount of $5,000,000 for the twelve -month period ended December 31, 2007 and (2) EBITDA for the 3-month period ended March 31, 2007 and June 30, 2007, respectively, shall be deemed to be $32,700,000 and $88,300,000, respectively.

Funny, they didn't put that in their Monday press release.   

http://lawprofessors.typepad.com/mergers/2007/10/on-hiatus-tod-2.html

Merger Agreements, Private Equity, Takeovers | Permalink

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