UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): October
28, 2013
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USG Corporation |
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(Exact name of registrant as specified in its charter) |
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Delaware |
1-8864 |
36-3329400 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.)
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550 West Adams Street, Chicago, Illinois |
60661-3676 |
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(Address of principal executive offices) |
(Zip Code) |
| Registrant’s telephone number, including area code: (312) 436-4000 |
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(former name and address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 8 – Other Events
Item 8.01 Other Events.
On October 28, 2013, USG Corporation (the “Corporation”) issued a press release announcing the pricing of a private offering of $350 million aggregate principal amount of its 5.875% senior notes due 2021 (the “Notes”). The Notes will be the unsecured obligations of the Corporation. The Corporation’s obligations under the Notes will be guaranteed on a senior unsecured basis by certain of its domestic subsidiaries. The offering of the Notes is expected to close on or about October 31, 2013. A copy of the press release, which was issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 – USG Corporation press release, dated October 28, 2013.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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USG CORPORATION |
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Registrant |
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By: |
/s/ Matthew F. Hilzinger |
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Matthew F. Hilzinger, |
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Executive Vice President and Chief |
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Financial Officer |
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Date: |
October 28, 2013 |
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EXHIBIT INDEX
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Exhibit Number |
Description |
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| 99.1 |
USG Corporation press release, dated October 28, 2013 |
Exhibit 99.1
USG Corporation Announces Pricing of Offering of 5.875% Senior Notes Due 2021
CHICAGO--(BUSINESS WIRE)--October 28, 2013--USG Corporation (NYSE:USG) today announced the pricing of a private offering of $350 million aggregate principal amount of its 5.875% senior notes due 2021. The notes will be the unsecured obligations of USG, and USG’s obligations under the notes will be guaranteed on a senior unsecured basis by certain of its domestic subsidiaries. The offering of the notes is expected to close on or about October 31, 2013.
USG intends to use the net proceeds from the sale of the notes to fund a portion of USG’s initial $500 million cash investment (consisting of the net proceeds of sale of the notes and cash on hand) in its previously announced proposed joint venture with Boral Limited. If USG does not complete the joint venture, USG intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include the repayment of indebtedness, the funding of pension obligations, working capital, capital expenditures and potential acquisitions.
The notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act. When issued, the notes will not have been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering circular.
About USG
USG Corporation is a manufacturer and distributor of innovative, high-performance building systems through its United States Gypsum Company, USG Interiors, LLC, L&W Supply Corporation and other subsidiaries. Headquartered in Chicago, USG Worldwide operations serve the commercial, residential, and repair and remodel construction markets, enabling our customers to build the outstanding spaces where people live, work and play. USG wall, ceiling, exterior sheathing, flooring underlayment and roofing systems provide leading-edge building solutions, while L&W Supply branch locations efficiently stock and deliver building materials throughout the United States. USG and its subsidiaries are proud sponsors of the U.S. Olympic and Paralympic teams and the Canadian Olympic team. For additional information, visit www.usg.com.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to management’s expectations about future conditions. Actual business, market or other conditions may differ materially from management’s expectations and, accordingly, may affect USG’s sales and profitability or other results and liquidity. Actual results may differ materially due to various other factors, including: economic conditions, such as the levels of new home and other construction activity, employment levels, the availability of mortgage, construction and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates and consumer confidence; capital markets conditions and the availability of borrowings under our credit agreement or other financings; our substantial indebtedness and our ability to incur substantial additional indebtedness; competitive conditions, such as price, service and product competition; shortages in raw materials; changes in raw material and energy costs; volatility in the assumptions used to determine the funded status of our pension plans; the loss of one or more major customers and our customers’ ability to meet their financial obligations to us; capacity utilization rates for us and the industry; our ability to expand into new geographic markets and the stability of such markets; our ability to successfully enter into and operate the joint venture with Boral Limited, including risks that our joint venture partner, Boral Limited, may not fulfill its obligations as an investor or may take actions that are inconsistent with our objectives; our ability to protect our intellectual property and other proprietary rights; changes in laws or regulations, including environmental and safety regulations; the satisfactory performance of certain business functions by third party service providers; our ability to achieve anticipated savings from cost reduction programs; the outcome in contested litigation matters; the effects of acts of terrorism or war upon domestic and international economies and financial markets; and acts of God. USG assumes no obligation to update any forward-looking information contained in this press release. Additional information concerning these and other factors may be found in USG’s filings with the Securities and Exchange Commission, including the “Risk Factors” in USG’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
CONTACT:
USG Corporation
Media:
Robert Williams, (312) 436-4356
rewilliams@usg.com
or
Investors:
Matthew
Ackley, (312) 436-6263
investorrelations@usg.com