-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JYII+q7vBu4VpcQ63YPjaEZuEqGgKTgdvOeTndHwdi7bBMc7PafR12fVPZR/kM+k DyyFvnYtMt3p9lWEW8EYqA== 0000903423-09-000715.txt : 20090811 0000903423-09-000715.hdr.sgml : 20090811 20090811120426 ACCESSION NUMBER: 0000903423-09-000715 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090811 DATE AS OF CHANGE: 20090811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARMSTRONG WORLD INDUSTRIES INC CENTRAL INDEX KEY: 0000007431 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 230366390 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-30703 FILM NUMBER: 091002709 BUSINESS ADDRESS: STREET 1: 2500 COLUMBIA AVE CITY: LANCASTER STATE: PA ZIP: 17603 BUSINESS PHONE: 7173970611 MAIL ADDRESS: STREET 1: 2500 COLUMBIA AVE CITY: LANCASTER STATE: PA ZIP: 17603 FORMER COMPANY: FORMER CONFORMED NAME: ARMSTRONG CORK CO DATE OF NAME CHANGE: 19800611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG Advisors VI, Inc. CENTRAL INDEX KEY: 0001433038 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 SC TO-C 1 tpg-schto_0811.htm
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

________________

ARMSTRONG WORLD INDUSTRIES, INC.

(Name of Subject Company (Issuer))

 

Armor TPG Holdings LLC

TPG Advisors V, Inc.

TPG Advisors VI, Inc.

TPG Partners V, L.P.

TPG Partners VI, L.P.

(Names of Filing Persons (Offerors))

________________

Common Stock, $0.01 par value per share

(Title of Class of Securities)

________________

04247X102

(CUSIP Number of Class of Securities)

________________

Clive C. Bode

Vice President

TPG Capital, L.P.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

(817) 871-4000

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

 

Copy to:

Victor Lewkow

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

 

CALCULATION OF FILING FEE

 

Transaction Valuation

Amount of Filing Fee

Not Applicable

Not Applicable

o

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.

 

Amount Previously Paid: None

Filing Party: Not applicable

Form or Registration No.: Not applicable

Date Filed: Not applicable

 

x

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:

 

x

third-party tender offer subject to Rule 14d-1.

 

o

issuer tender offer subject to Rule 13e-4.

 

o

going-private transaction subject to Rule 13e-3.

 

o

amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the planned tender offer by Armor TPG Holdings LLC, a Delaware limited liability company (“Purchaser”) and a direct subsidiary of TPG Partners V, L.P, a Delaware limited partnership (“Partners V”) and TPG Partners VI, L.P., a Delaware limited partnership (“Partners VI”), to purchase up to 4,435,935 outstanding shares of common stock, par value $0.01 per share (“Issuer Common Stock”), of Armstrong World Industries, Inc., a Pennsylvania corporation (“AWI”), to be commenced pursuant to the Purchase and Sale Agreement by and among Partners V, Partners VI and AWI, dated as of August 10, 2009 and AWI’s Amended and Restated Articles of Incorporation.

 

The tender offer described in this announcement has not yet commenced. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Issuer Common Stock. At the time the tender offer is commenced, the Purchaser will file a Tender Offer Statement on Schedule TO with the SEC and AWI will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The tender offer will be made solely by the Tender Offer Statement (including an offer to purchase, a related letter of transmittal and the other offer documents). These documents will contain important information about the tender offer and stockholders of AWI are urged to read them carefully and in their entirety when they become available. The Tender Offer Statement, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of AWI, at no expense to them and will also be available at the SEC’s website at www.sec.gov.

 

Item 12. Exhibits.

 

99.1

Text of Press Release issued on August 11, 2009.

 

 

                                                                                                                       

 

 

 

 

 

EXHIBIT INDEX

 

99.1

Text of Press Release issued on August 11, 2009.

 

 

EX-99.1 2 tpg-schtoex991_0811.htm

 Exhibit 99.1

FOR IMMEDIATE RELEASE

 

 

TPG Capital to Purchase

7 Million Shares of Armstrong World Industries

 

Fort Worth, TX, August 11, 2009 – TPG Capital (“TPG”) today announced that it has agreed to purchase seven million shares of Armstrong World Industries, Inc. (“Armstrong”, NYSE: AWI) through an affiliate. TPG has agreed to purchase the shares, as well as economic interests in an additional 1,039,777 shares of Armstrong, from the Armstrong World Industries Inc. Asbestos Personal Injury Settlement Trust (“the Trust”). TPG’s purchase price per share for all of its interests in Armstrong is the 20-day trailing volume-weighted average purchase price through Friday, August 7, of $22.31, for a total value of approximately $180 million. It is anticipated that the transaction will be completed during the next several weeks.

 

TPG will commence a tender offer promptly following the closing for 4,435,935 shares (or approximately eight percent) of the Company’s outstanding shares from investors unaffiliated with the Trust at the same price per share, consistent with certain requirements of Armstrong’s governing documents.

 

The Trust currently owns approximately 64 percent of Armstrong World Industries’ stock. Following the close of the transaction with the Trust, TPG will own approximately 12 percent of Armstrong World Industries’ stock and hold the economic interest in the aggregate of approximately 14 percent. The Trust will own approximately 52 percent of Armstrong World Industries’ outstanding stock and will hold the economic interest in slightly more than 50 percent of the outstanding shares. Upon closing, the Trust and TPG will enter into a shareholder agreement which, among other things, contemplates that TPG and the Trust will each appoint two representatives and an observer to the Armstrong board of directors.

 

“Armstrong World Industries is a world-class building products franchise with leading market positions in each of its core businesses,” said Kevin Burns, a partner at TPG. “We appreciate the cooperation of CEO Michael Lockhart and the Armstrong board of directors and management team in facilitating TPG's due diligence review of the Company. We look forward to working with the Trust, as well as the Company and its board and management. We are excited about the Company’s prospects for growth and value creation for all shareholders.”

 

About TPG Capital

TPG Capital is the global buyout group of TPG, a leading private investment firm founded in 1992 with approximately $45 billion of assets under management and offices in San Francisco, London, Hong Kong, New York, Fort Worth, Menlo Park, Washington, D.C., Melbourne, Moscow, Mumbai, Paris, Luxembourg, Beijing, Shanghai, Singapore and Tokyo. TPG Capital has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures and restructurings. TPG Capital’s investments span a variety of industries including industrials, retail, consumer, financial services, travel and entertainment, technology, media and communications, and healthcare. Please visit www.tpg.com.

 

 

 

 

 

 

 


 

 

 

Additional Information

 

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Armstrong World Industries. At the time TPG commences the tender offer, it will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (the “SEC”) and Armstrong World Industries will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

 

THE TENDER OFFER WILL BE MADE SOLELY BY THE TENDER OFFER STATEMENT. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.

 

The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement will be made available to all stockholders of Armstrong World Industries, at no expense to them. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and all other offer documents filed by TPG with the SEC) and the Armstrong World Industries Solicitation/Recommendation Statement will also be available for free at the SEC’s website at www.sec.gov.

 

Forward-Looking Statements and Risk Factors

 

This release may contain certain forward-looking statements with respect to the business and value of Armstrong World Industries, Inc. and intentions and expectations regarding a potential transaction between TPG Capital and the Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust related to Armstrong World Industries. By their nature, forward-looking statements involve risk and uncertainty and because they relate to events and depend on circumstances that will occur in the future, there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. TPG does not undertake to update any of these forward-looking statements.

 

Contact:

 

For TPG Capital: Kristin Celauro

 

Owen Blicksilver Public Relations, Inc.

 

732-291-5456

 

 

 

 

 

 

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