HOUSTON - Goodman Global Inc. has agreed to be acquired by affiliates of the private equity firm Hellman & Friedman LLC. This all-cash transaction is valued at approximately $2.65 billion. Under the terms of the agreement, Goodman stockholders will receive $25.60 in cash for each outstanding share of stock upon the closing of the transaction. Subject to satisfying customary closing conditions, the transaction is expected to be completed in the first quarter of 2008.

“I am pleased to announce this transaction,” said Charles Carroll, president and CEO of Goodman. “After a thorough review of the strategic options available to the company, we have concluded that this transaction will both reward our current stockholders and position Goodman for continued profitable growth. With the support of Hellman & Friedman, we expect to further enhance our position in the residential and light commercial HVAC marketplace as the value leader with a low-cost structure.”

The transaction will be financed. Hellman & Friedman has obtained $1.1 billion in commitments for senior secured credit facilities from Barclays Capital, Calyon New York Branch, GE Commercial Finance, certain vehicles managed by GSO Capital Partners LP, and $500 million in commitments for senior subordinated financing from vehicles managed by GSO Capital Partners LP and Farallon Capital Management LLC.

Stockholders holding a majority of Goodman’s outstanding shares have agreed to vote in favor of the transaction.

“Goodman is uniquely positioned in its markets. Through best-in-class operations, the company has demonstrated an ability to deliver both outstanding values to the dealer community and exceptional performance to its shareholders,” said Philip Hammarskjold, managing director of Hellman & Friedman. “We are looking forward to partnering with the management team and being a resource for the continued growth of the business.”

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are acting as advisors to Goodman’s board of directors in connection with the transaction. O’Melveny & Myers LLP and Simpson, Thacher & Bartlett LLP served as legal advisors to Goodman and Hellman & Friedman, respectively.

For more information, visit www.goodmanglobal.com.

Publication date: 11/05/2007