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Roofing Supply gets tenders for 99.82% of 8 5/8% notes due 2017
By Toni Weeks
San Diego, May 23 - Roofing Supply Group, LLC said that holders of about $202.1 million, or 99.82%, of the $202.5 million of outstanding 8 5/8% senior secured notes due 2017 issued by the company and Roofing Supply Finance, Inc. validly tendered their notes for purchase by 5 p.m. ET on May 22, the consent deadline, according to a press release.
As previously reported, the company was seeking receipt of consents from holders of a majority of the outstanding notes to amend the indenture governing the notes to eliminate substantially all of the restrictive covenants and events of default.
The tender offer and consent solicitation are being made in connection with the merger agreement with CDRR Holding, Inc., an affiliate of Clayton, Dubilier & Rice, LLC, CDRR MS, Inc. and Roofing Supply Group Holdings, Inc., the parent company, with Roofing Supply eventually continuing as the surviving company. The tender offer is also contingent upon the completion of the merger, which is expected to occur May 31.
The company will pay $1,151.67 per $1,000.00 principal amount of notes plus a $30.00 consent premium per $1,000 principal amount of notes tendered by the May 22 consent deadline. Roofing Supply also will pay accrued interest up to but excluding the payment date.
The tender offer will run until 5 p.m. ET on June 7. Holders who tender their notes after the consent date will not receive the early tender premium.
Following the merger, the issuers plan to call for redemption all notes that have not been tendered by the initial settlement date.
Global Bondholder Services Corp. (866 470-4500 or 212 430-3774) is the information agent. Goldman Sachs & Co. (800 828-3182 or 212 357-0345) is the dealer manager and solicitation agent.
Roofing Supply Group is a Dallas-based wholesale distributor of roofing supplies and related materials.
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