Owens Corning (NYSE:OC) Files An 8-K Other Events

Owens Corning (NYSE:OC) Files An 8-K Other Events

Item8.01. Other Events.

In connection with the sale of $600,000,000 aggregate principal
amount of 4.300% senior notes due 2047 by Owens Corning (the
Company), the Company is filing herewith the following exhibits
to its Registration Statement on Form S-3 (File No.333-202011):

1.

Underwriting Agreement, dated as of June21, 2017, by and among the Company, the guarantors party thereto and Merrill Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein.

2.

Eighth Supplemental Indenture, dated as of June26, 2017, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.

3.

Form of 4.300% Senior Note due 2047 and Notation of Guarantee.

4.

Opinion of Jones Day.

5.

Opinion of Stites Harbison PLLC.

6.

Opinion of Reinhart Boerner Van Deuren s.c.

7.

Opinion of KL Gates LLP.

8.

Computation of Ratio of Earnings to Fixed Charges.

9.

Consent of Jones Day.

10.

Consent of Stites Harbison PLLC.

11.

Consent of Reinhart Boerner Van Deuren s.c.

12.

Consent of KL Gates LLP.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of June21, 2017, by and among the Company, the guarantors party thereto and Merrill Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein.
4.1		Eighth Supplemental Indenture, dated as of June26, 2017, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
4.2		Form of 4.300% Senior Note due 2047 and Notation of Guarantee (included in Exhibit 4.1)
5.1		Opinion of Jones Day.
5.2		Opinion of Stites Harbison PLLC.
5.3		Opinion of Reinhart Boerner Van Deuren s.c.

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5.4		Opinion of KL Gates LLP.
12.1		Computation of Ratio of Earnings to Fixed Charges.
23.1		Consent of Jones Day (included in Exhibit 5.1).
23.2		Consent of Stites Harbison PLLC (included in Exhibit 5.2).
23.3		Consent of Reinhart Boerner Van Deuren s.c. (included in Exhibit 5.3).
23.4		Consent of KL Gates LLP (included in Exhibit 5.4).

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Owens Corning ExhibitEX-1.1 2 d413332dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 OWENS CORNING (a Delaware corporation) $600,…To view the full exhibit click here 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.