Owens Corning (NYSE:OC) Files An 8-K Completion of Acquisition or Disposition of Assets

Owens Corning (NYSE:OC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.

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As previously disclosed, on October27, 2017, Owens Corning Finland Oy (“Acquisition Sub”), a subsidiary of Owens Corning (the“Company”), entered into an agreement (the “Purchase Agreement”) with Parry Investment S.A. and certain individuals, for Acquisition Sub to acquire (the “Acquisition”) all of the capital stock of Parry 1 Holding AB (the “Paroc Target”). The Paroc Target owns Paroc Group Oy (“Paroc”), a leading producer of mineral wool for building and technical insulation products and solutions in Europe.

On February5, 2018, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Acquisition was completed for an enterprise value of approximately €900million in cash and Paroc became a wholly owned subsidiary of the Company.

The foregoing descriptions of the Purchase Agreement and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

Item 2.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Obligation of a Registrant.

As previously disclosed, on October27, 2017, the Company entered into two loan agreements associated with the Acquisition. These agreements included (1)a $600million Term Loan Agreement between the Company, as borrower, the lenders signatory thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Term Loan Agreement”), and (2)a $300million 364-Day Term Loan Agreement between the Company, as borrower, the lenders signatory thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “364-Day Loan Agreement,” and together with the Term Loan Agreement, the “Loan Agreements”). The obligations under the Loan Agreements are guaranteed by certain of the Company’s wholly-owned domestic subsidiaries (other than immaterial subsidiaries). In connection with the consummation of the Acquisition, the Company borrowed the full amount of the $600million term loan facility under the Term Loan Agreement on February1, 2018, utilizing the proceeds to finance a portion of the Acquisition.

Item 2.01. Financial Statements and Exhibits.

(d) Exhibits

* Schedules have been omitted to Item 601(b)(2) of Regulation S-K. Owens Corning agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.


Owens Corning Exhibit
EX-2.1 2 d444585dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 SHARE SALE AND PURCHASE AGREEMENT by and between PARRY INVESTMENTS S.A. THE WARRANTORS (AS DEFINED HEREIN) and OWENS CORNING FINLAND OY regarding all shares in Parry I Holding AB 27 October 2017 CONTENTS   1.   DEFINITIONS      4   2.   SALE AND PURCHASE OF SHARES      24     2.1   Object of Sale      24     2.2   Transfer of Ownership      24   3.   PURCHASE PRICE      24   4.   LEAKAGE      24   5.   PRE-CLOSING OBLIGATIONS AND COVENANTS      26     5.1   Conduct of Business      26     5.2   Authority Approvals      29     5.3   Other obligations between the date of this Agreement and the Closing Date      31   6.   CONDITIONS TO CLOSING      33     6.1   Conditions Precedent      33     6.2   Termination      33   7.   CLOSING      35     7.1   Buyer’s Obligations at Closing      35     7.2   Seller’s Obligations at Closing      36     7.3   Completion of Closing      37     7.4   Tax Indemnity      37   8.   WARRANTIES      37     8.1   Background      37     8.2   Organisation; Solvency      38     8.3   Ownership,…
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About Owens Corning (NYSE:OC)

Owens Corning is a holding company, which is engaged in the business of composite and building materials systems. The Company’s products range from glass fiber used to reinforce composite materials for transportation, electronics, marine, infrastructure, wind-energy and other markets to insulation and roofing for residential, commercial and industrial applications. The Company operates in three segments, namely, Composites, Insulation and Roofing. Its Composites segment consists of its Reinforcements and Downstream businesses. The Company’s Insulation products include thermal and acoustical batts, loosefill insulation, foam sheathing and accessories, and are sold under various brand names, such as Owens Corning PINK FIBERGLAS Insulation. The Company’s primary products in the Roofing segment are laminate and strip asphalt roofing shingles. It sells shingles and roofing accessories primarily through home centers, lumberyards, retailers, distributors and contractors in the United States.

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