ACHRNEWS

Nov. 22, 2004: Goodman To Be Acquired By Apollo Management

November 22, 2004
HOUSTON - Goodman Global Holdings Inc. and Apollo Management L.P. announced that they have signed definitive agreements under which Apollo will acquire Goodman for approximately $1.43 billion. Goodman Global Holdings is the parent of Goodman Manufacturing, the second-largest manufacturer of residential and light commercial heating and air conditioning products in the United States. Apollo is a major private investment firm.

"We are pleased to announce this important transaction with Apollo," said John B. Goodman, chairman of Goodman's board of directors. "We believe that our strong brand names and market-leading position, combined with Apollo's financial resources and extensive relationships, will further Goodman's position as a premier company in the heating, ventilation and air conditioning (HVAC) industry.

"On behalf of the members of the Goodman family, we are very excited about the prospect of partnering with such a well respected financial investor, as well as the existing management team, to continue providing value and quality to our customers and to propel growth into the future."

Under the terms of the agreement, members of the Goodman family will retain a significant investment in the company. Also acquiring an interest in the new company are members of Goodman's senior management team. Following Apollo's acquisition, John B. Goodman will continue to serve on Goodman's board of directors. The senior management team, led by President and Chief Executive Officer Charles A. Carroll, will continue to serve in their current capacities.

"We are excited to be partnering with the management team and are strong supporters of their current strategy for continued growth," said Larry Berg, a senior partner with Apollo. "Goodman's leading market position and value proposition provide a compelling platform. Together with the continued experience and backing of the Goodman family, we look forward to helping the company further capitalize on the exciting opportunities that lie ahead."

The closing of the acquisition, which is expected to occur in the first quarter of 2005, is subject to obtaining approvals under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.

For more information about Goodman, visit www.goodmanmfg.com.

Publication date: 11/22/2004