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GGC > SEC Filings for GGC > Form 8-K on 6-Jul-2009All Recent SEC Filings

Show all filings for GEORGIA GULF CORP /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for GEORGIA GULF CORP /DE/


6-Jul-2009

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01 Regulation FD Disclosures.

Financial Projections and Forecasts

In connection with discussions by Georgia Gulf Corporation (the "Company") with certain holders (and their advisors) of the 7.125% Senior Notes due 2013, 9.5% Senior Notes due 2014, and 10.75% Senior Subordinated Notes due 2016 (the "Notes") since April 15, 2009, the Company has disclosed non-public information, including forward-looking statements, pursuant to confidentiality agreements with such holders and advisors. The Company undertook to disclose such information publicly in the future so that the noteholders party to the confidentiality agreements could be released from the restrictions on trading contained therein. As a result, the Company, through this Current Report on Form 8-K, is publicly disclosing the information previously provided to such holders and advisors, to comply with Regulation FD.

The information provided to the noteholders and their advisers included forecasts or projections of the Company's net sales; operating income; earnings before income taxes, depreciation and amortization, or EBITDA; capital expenditures, or CapEx; cash interest expenses; estimated cash tax; free cash flow; and EBIDTA margin for the years ending December 31, 2009 through December 31, 2013, as well as quarterly forecasts and projections of key financial metrics, including covenant compliance and projected liquidity, which information is set forth in composite form in the materials attached hereto as Exhibit 99.1, and incorporated by reference herein (collectively, the "Projections"). The Projections are included herein only because this information was provided to the noteholders and their advisors. The Projections were not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The Projections do not purport to present financial condition in accordance with accounting principles generally accepted in the United States ("GAAP"). The Company's independent accountants have not examined, compiled or otherwise applied procedures to the Projections and, accordingly, do not express an opinion or any other form of assurance with respect to the Projections. The Projections are subjective in many respects and numerous assumptions made by management of the Company with respect to its financial condition; business and industry performance; general economic, market and financial conditions; and other matters, all of which are difficult to predict, and many of which are beyond the Company's control. Accordingly, there can be no assurance that the assumptions made in preparing the Projections will prove accurate. It is expected that there will be differences between actual and projected results, and the differences may be material. The inclusion of the Projections herein should not be regarded as an indication that the Company or its affiliates or representatives consider the Projections to be a reliable prediction of future events, and the Projections should not be relied upon as such. Neither the Company nor any of its affiliates or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the Projections, and none of them undertakes any obligation to publicly update the projections to reflect circumstances existing after the date when the Projections were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished herewith.

Number Exhibit
99.1 Summary Financial Projections


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