GenCorp Closes Second-Priority Senior Secured Notes Offering for $460M

GenCorp Inc.

("GenCorp") announced today that it has closed the offering of $460 million aggregate principal amount of its 7.125% Second-Priority Senior Secured Notes due 2021 (the "Notes").  The Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States in accordance with Regulation S under the Securities Act. GenCorp intends to use the net proceeds of the Notes offering to fund, in part, the proposed acquisition of United Technologies Corporation's Pratt & Whitney Rocketdyne business (the "Acquisition") announced on July 23, 2012, and to pay related fees and expenses. The gross proceeds from the Notes offering have been deposited into escrow pending the consummation of the proposed Acquisition.  If the Acquisition is not consummated on or prior to July 21, 2013 (subject to a one-month extension upon satisfaction of certain conditions) or upon the occurrence of certain other events, GenCorp will be required to redeem the Notes at a price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest, if any, to, but not including the date of redemption.