Interline solicits merger-related consents for $300 million 7% notes

By Toni Weeks

San Diego, June 21 - Interline Brands, Inc. said it is soliciting consents from the holders of its outstanding $300 million of 7% senior subordinated notes due 2018 to amend the definition of "change of control" and add a definition of "permitted holders" to the indenture governing the notes.

According to a press release, the amendments would allow GS Capital Partners VI, LP and P2 Capital Master Fund I, LP and their affiliates to jointly acquire control of the company without triggering a change of control.

Interline will pay a cash payment of $5 per $1,000 principal amount of notes for which consents are received by 5 p.m. ET on June 28, the expiration date. The company needs consents from holders of at least a majority of the principal amount of outstanding notes.

If Interline receives the needed consents and the merger is completed, the company will amend the indenture governing the notes

• To increase the interest rate to 7½% from 7%;

• To increase the redemption price of the notes to 105 5/8 from Nov. 15, 2013 to Nov. 15, 2014 and to 103¾ from Nov. 15, 2014 to Nov. 15, 2017;

• To make the notes' senior notes ranking equal in right of payment to all future senior debt, including debt under an asset-based loan facility the company expects to enter into in connection with the merger; and

• To change the restriction on the incurrence of secured debt.

If the merger is not completed by Nov. 29, all of the amendments will be invalid.

Goldman Sachs & Co. (212 357-0345 or 800 828-3182) and Bank of America Merrill Lynch (980 387-3907 or 888 292-0070) are the solicitation agents. Global Bondholder Services Corp. (212 430-3774 or 866 937-2200) is the information and tabulation agent.

Interline is a Jacksonville, Fla.-based distributor and direct marketer of broad-line maintenance, repair and operations products.

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