TOLEDO, Ohio, Nov. 4, 2014 /PRNewswire/ — Owens Corning (NYSE: OC) today announced that it has amended the terms of its previously announced cash tender offers (as amended, the “Tender Offers”), to increase the aggregate purchase price (including the premium but excluding accrued and unpaid interest) for its 9.000% Senior Notes due 2019 (the “2019 Notes”) and its 6.500% Senior Notes due 2016 (the “2016 Notes,” and together with the 2019 Notes, the “Outstanding Notes”) from an aggregate purchase price (including the premium but excluding accrued and unpaid interest) of $300 million to $400 million (the “Maximum Cap”). All other terms of the Tender Offers, as previously announced, remain unchanged.

Concurrently with the Tender Offers, Owens Corning today announced that it is offering to sell, subject to market and other conditions, a new series of its unsecured senior notes in an underwritten public offering under its effective shelf registration statement (the “Senior Notes Offering”), pursuant to which the Company expects to offer an aggregate amount of $400 million in new notes. Owens Corning intends to use the net proceeds of the Senior Notes Offering, plus cash on hand, if required, to fund the repurchase of Outstanding Notes pursuant to the Tender Offers.

The amount of Outstanding Notes that are purchased in the Tender Offers will be based on the Maximum Cap and, in the case of the 2019 Notes, the Series Cap set out in the table below. Any remaining net proceeds not used to purchase the Outstanding Notes in the Tender Offers will be used for general corporate purposes, including the repayment of debt.

The Tender Offers are described in the Offer to Purchase, dated November 4, 2014 (the “Offer to Purchase”), which sets forth a complete description of the terms and conditions of the Tender Offers, and the related Letter of Transmittal. Holders of Outstanding Notes are urged to read the Offer to Purchase and Letter of Transmittal carefully before making any decision with respect to the Tender Offers.

The following table summarizes terms material to the determination of the consideration to be received in the Tender Offers:

The Tender Offers will expire at 12:00 midnight, New York City time, at the end of the day on December 3, 2014 unless extended or earlier terminated with respect to either or both series of Outstanding Notes (such date and time, as the same may be extended, the “Expiration Time”).

Holders who properly tender and do not withdraw their Outstanding Notes at or prior to 5:00 p.m., New York City time, on November 18, 2014, unless extended or earlier terminated (such date and time, as the same may be extended, the “Early Tender Time”), will be eligible to receive the applicable Total Tender Offer Consideration (as defined in the Offer to Purchase), which includes the applicable Early Tender Premium as set forth in the table above. The applicable Total Consideration for each $1,000 principal amount of Outstanding Notes validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the bid-side yield of the applicable reference security, calculated as of 2:00 p.m., New York City time, on November 18, 2014. Holders of Outstanding Notes who validly tender and do not withdraw their Outstanding Notes after the Early Tender Time and at or prior to the Expiration Time will be eligible to receive only the applicable Late Tender Offer Consideration, which is equal to the applicable Total Tender Offer Consideration minus the applicable Early Tender Premium.

Holders may withdraw their tenders at any time at or prior to 5:00 p.m., New York City time on November 18, 2014, unless extended.

For Outstanding Notes tendered at or prior to the Early Tender Time, not subsequently validly withdrawn and accepted for payment, Owens Corning has the option for settlement to occur on the Early Settlement Date (as defined in the Offer to Purchase), which is expected to be the first business day following the Early Tender Time. Settlement for Outstanding Notes tendered after the Early Tender Time, but at or prior to the Expiration Time, is expected to occur on the first business day following the Expiration Time, unless extended.

In addition, all Outstanding Notes accepted for payment will be entitled to receipt of accrued and unpaid interest in respect of such Outstanding Notes from the last interest payment date to, but excluding, the applicable settlement date.

Consummation of the Tender Offers, and payment for the tendered Outstanding Notes, is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the condition that Owens Corning has completed the Senior Notes Offering, as well as other customary conditions. Subject to applicable law, Owens Corning has reserved the absolute right, in its sole discretion, to at any time (i) waive any and all conditions to either or both of the Tender Offers, (ii) extend, terminate or withdraw either or both of the Tender Offers or (iii) otherwise amend either or both of the Tender Offers in any respect.

Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as dealer managers for the Tender Offers. The tender and information agent for the Tender Offers is D.F. King & Co., Inc.

Requests for documentation for the Tender Offers should be directed to D.F. King & Co., Inc. at (866) 416-0552 (U.S. toll-free) or (212) 269-5550 (banks and brokers). Questions regarding the Tender Offers should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-1452 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect).

Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the Senior Notes Offering.

A registration statement relating to the senior notes being offered has been filed with the Securities and Exchange Commission and has become effective. The Senior Notes Offering may be made only by means of a prospectus supplement and the accompanying prospectus. When available, a copy of the preliminary prospectus supplement and accompanying prospectus related to the Senior Notes Offering may be obtained from Goldman, Sachs & Co. at 200 West Street, New York, NY 10282, Attn: Prospectus Department, 201-793-5170 (telephone), 212-902-9316 (facsimile) or by emailing prospectus-ny@ny.email.gs.com, J.P. Morgan Securities LLC, at 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk-3rd floor, (212) 834-6081 (facsimile), or Wells Fargo Securities, LLC, at 608 2nd Avenue, South Minneapolis, MN 55402, Attention: WFS Customer Service, calling toll-free: 800-645-3751 or emailing: