Transaction Valuation *
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Amount of Filing Fee **
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$136,357,623.44
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$17,562.86
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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 4.0625% Convertible Subordinated Debentures due 2039 for the principal amount outstanding plus accrued and unpaid interest up to but excluding December 31, 2014.
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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 $128.80 for each $1,000,000 of the value of the transaction.
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x
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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: $17,562.86
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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 2, 2014
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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: ý
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Exhibit
Number
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Description
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(a)(1)(A)
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Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated October 2, 2014.*
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(a)(1)(B)
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Amended and Restated Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated October 27, 2014.**
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(a)(1)(C)
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Supplement to Amended and Restated Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated November 5, 2014.***
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(a)(5)(i)
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Press release issued on October 2, 2014.*
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(a)(5)(ii)
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Press release issued on December 29, 2014. ****
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(a)(5)(iii)
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Press release issued on December 30, 2014.
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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 December 21, 2009, between GenCorp Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee relating to GenCorp Inc.’s 4.0625% Convertible Subordinated Debentures due 2039 was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K dated December 21, 2009 and filed on December 21, 2009 (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: December 31, 2014
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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 Assistant Secretary
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Exhibit
Number
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Description
|
|
(a)(1)(A)
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Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated October 2, 2014.*
|
|
(a)(1)(B)
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Amended and Restated Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated October 27, 2014.**
|
|
(a)(1)(C)
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Supplement to Amended and Restated Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated November 5, 2014.***
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(a)(5)(i)
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Press release issued on October 2, 2014.*
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(a)(5)(ii)
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Press release issued on December 29, 2014. ****
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(a)(5)(iii)
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Press release issued on December 30, 2014.
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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 December 21, 2009, between GenCorp Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee relating to GenCorp Inc.’s 4.0625% Convertible Subordinated Debentures due 2039 was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K dated December 21, 2009 and filed on December 21, 2009 (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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Investors:
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Kathy Redd, Chief Financial Officer, 916-355-2361
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Brendan King, Vice President, Treasurer, 916-351-8618
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Media:
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Glenn Mahone, Vice President, Communications, 202-302-9941
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