Transaction Valuation *
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Amount of Filing Fee **
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$46,633,568.44
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$5,344.21
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*
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Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the repurchase of all outstanding 2¼% Convertible Subordinated Debentures due 2024 for the principal amount outstanding plus accrued and unpaid interest to but excluding November 20, 2010.
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**
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The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $114.60 for each $1,000,000 of the value of the transaction.
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ý
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $5,344.21
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Filing Party: GenCorp Inc.
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Form or Registration No.: Schedule TO
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Date Filed: October 24, 2011
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
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¨
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third-party tender offer subject to Rule 14d-1.
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¨
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going-private transaction subject to Rule 13e-3.
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ý
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issuer tender offer subject to Rule 13e-4.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: x
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Exhibit Number
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Description
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(a)(1)(A)
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Company Repurchase Notice to Holders of 2¼% Convertible Subordinated Debentures due 2024, dated October 24, 2011 was filed as Exhibit (a)(1) to GenCorp Inc.’s Schedule TO dated October 24, 2011 (File No. 005-16268), and is incorporated herein by reference.
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(a)(1)(B)
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Supplement to Company Repurchase Notice to Holders of 2¼% Convertible Subordinated Debentures due 2024, dated November 3, 2011 was filed as Exhibit (a)(1)(B) to GenCorp Inc.’s Amendment No. 1 to Schedule TO dated November 3, 2011 (File No. 005-16268), and is incorporated herein by reference.
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(a)(5)
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Press release issued on October 24, 2011 was filed as Exhibit (a)(5) to GenCorp Inc.’s Schedule TO dated October 24, 2011 (File No. 005-16268), and is incorporated herein by reference.
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(b)
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Not applicable.
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(d)(1)
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Indenture, dated as of November 23, 2004, between GenCorp Inc. and The Bank of New York Trust Company, N.A., as trustee relating to GenCorp Inc.’s 2¼% Convertible Subordinated Debentures due 2024 was filed as Exhibit 4.01 to GenCorp Inc.’s Current Report on Form 8-K/A dated November 23, 2004 and filed on December 1, 2004 (File No. 1-1520), and is incorporated herein by reference.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Date: November 22, 2011
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GENCORP INC.
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By:
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/s/ Kathleen E. Redd
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Name:
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Kathleen E. Redd
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Title:
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Vice President, Chief Financial Officer and Secretary
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Exhibit Number
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Description
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(a)(1)(A)
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Company Repurchase Notice to Holders of 2¼% Convertible Subordinated Debentures due 2024, dated October 24, 2011 was filed as Exhibit (a)(1) to GenCorp Inc.’s Schedule TO dated October 24, 2011 (File No. 005-16268), and is incorporated herein by reference.
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(a)(1)(B)
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Supplement to Company Repurchase Notice to Holders of 2¼% Convertible Subordinated Debentures due 2024, dated November 3, 2011 was filed as Exhibit (a)(1)(B) to GenCorp Inc.’s Amendment No. 1 to Schedule TO dated November 3, 2011 (File No. 005-16268), and is incorporated herein by reference.
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(a)(5)
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Press release issued on October 24, 2011 was filed as Exhibit (a)(5) to GenCorp Inc.’s Schedule TO dated October 24, 2011 (File No. 005-16268), and is incorporated herein by reference.
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(b)
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Not applicable.
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(d)(1)
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Indenture, dated as of November 23, 2004, between GenCorp Inc. and The Bank of New York Trust Company, N.A., as trustee relating to GenCorp Inc.’s 2¼% Convertible Subordinated Debentures due 2024 was filed as Exhibit 4.01 to GenCorp Inc.’s Current Report on Form 8-K/A dated November 23, 2004 and filed on December 1, 2004 (File No. 1-1520), and is incorporated herein by reference.
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(g)
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Not applicable.
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(h)
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Not applicable.
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