Hellman & Friedman to acquire Goodman Global via Chill Holdings merger

Goodman Global, Inc. entered into an Agreement and Plan of Merger with Chill Holdings, Inc. and its subsidiary Chill Acquisition, Inc. on October 21, 2007. The merger will result in Goodman becoming a wholly-owned subsidiary of Chill Holdings, Inc., an affiliate of Hellman & Friedman LLC. The deal was announced in connection with a shareholder class action settlement and supplemental disclosures filed on January 3, 2008.

“On January 3, 2008, in connection with its entry into the Memorandum, Goodman entered into Amendment No. 1 (the “Merger Agreement Amendment”) to the Agreement and Plan of Merger, dated as of October 21, 2007 (the “Merger Agreement”) with Chill Holdings, Inc., a Delaware corporation, and Chill Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Chill Holdings, Inc. The Merger Agreement provides that, upon satisfaction or waiver of the closing conditions contained therein, Chill Acquisition, Inc. will merge with and into Goodman (the “Merger”), with Goodman surviving the Merger as a wholly-owned subsidiary of Chill Holdings, Inc.”

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