BUFFALO, N.Y. -- (Business Wire)
Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and
distributor of products for building and industrial markets, today
announced that, in connection with the previously announced cash tender
offer and consent solicitation by the Company to purchase for cash any
and all of its 8% Senior Notes due 2015 (the “Existing Notes”), the
early tender period in respect of the tender offer expired at 5:00 p.m.,
New York City time, on January 30, 2013, (the “Consent Payment
Deadline”). As of the Consent Payment Deadline, $143.1 million principal
amount of Existing Notes, or 70.15% of the principal amount outstanding,
had been validly tendered and not withdrawn. Those holders who validly
tendered their Existing Notes prior to the Consent Payment Deadline
received the total consideration of $1,017.08 per $1,000 principal
amount of the Existing Notes, which included a consent payment of $10.00
per $1,000 principal amount of the Existing Notes, plus any accrued and
unpaid interest on the Existing Notes up to, but not including, the
payment date. The withdrawal rights for the early tender of Existing
Notes and corresponding consents in the tender offer have now expired.
The final offer period will expire at 11:59 p.m., New York City time, on
February 13, 2013, unless extended (such time and date, as the same may
be extended, the “Expiration Time”). Holders who tender their Existing
Notes after the Consent Payment Deadline and on or prior to the
Expiration Time will be eligible to receive only the tender offer
consideration of $1,007.08 per $1,000 principal amount of Existing Notes
tendered plus accrued and unpaid interest to the payment date, but not
the consent payment.
As the Company received consents from holders of greater than a majority
in aggregate principal amount of the outstanding Existing Notes, the
Company, the guarantors thereto and The Bank of New York Mellon Trust
Company, N.A., as trustee, have executed a supplemental indenture (the
“Supplemental Indenture”) to the indenture governing the Existing Notes
(the “Indenture”). The proposed amendments eliminate from the Indenture
substantially all of the restrictive covenants, certain affirmative
covenants, certain events of default and certain conditions to legal
defeasance or covenant defeasance. These changes became operative
concurrently with the acceptance for payment of all Existing Notes that
were validly tendered (and not validly withdrawn) at or prior to the
Consent Payment Deadline.
This press release is not an offer to purchase or a solicitation of
an offer to sell any securities, including the Existing Notes. The
tender offer is only being made pursuant to the terms of the offer to
purchase and consent solicitation statement, dated January 16, 2013 (as
it may be amended or supplemented from time to time, the “Statement”),
and related letter of transmittal (the “Letter of Transmittal”).
The complete terms and conditions of the tender offer are set forth in
the Statement that has been sent to holders of the Existing Notes.
Holders are urged to read the tender offer documents carefully before
making any decision with respect to the tender offer. Holders of
Existing Notes must make their own decisions as to whether to tender
their Existing Notes, and if they decide to do so, the principal amount
of the Existing Notes to tender.
Holders may obtain copies of the Offer to Purchase and the Letter of
Transmittal from D.F. King & Co., Inc., the Information Agent and Tender
Agent for the tender offer and consent solicitation, at (212) 269-5550
(brokers and banks) and (800) 859-8511 (all others; toll-free).
J.P. Morgan Securities LLC has been engaged to act as the Dealer Manager
for the tender offer and Solicitation Agent for the consent
solicitation. J.P. Morgan Securities LLC can be contacted at (800)
245-8812 (toll-free) and (212) 270-1200 (collect).
None of the Company, the Dealer Manager and Solicitation Agent, the
Information Agent and Tender Agent or any other person makes any
recommendation as to whether holders of Existing Notes should tender
their Existing Notes, and no one has been authorized to make such a
Gibraltar Industries is a leading manufacturer and distributor of
building products, focused on residential and nonresidential repair and
remodeling, as well as construction of industrial facilities and public
infrastructure. The Company generates more than 80% of its sales from
products that hold leading positions in their markets, and serves
customers across the U.S. and throughout the world. Gibraltar’s strategy
is to grow organically by expanding its product portfolio and
penetration of existing customer accounts, while broadening its market
and geographic coverage through the acquisition of companies with
leadership positions in adjacent product categories. Comprehensive
information about Gibraltar can be found on its website at http://www.gibraltar1.com.
Safe Harbor Statement
This press release contains forward-looking statements that are subject
to the safe harbors created under the Securities Act of 1933 and the
Securities Exchange Act of 1934. Forward-looking statements include,
among others, statements regarding the intended use of the net proceeds
from sales of the Notes, and are generally identified with words such as
"believe," "could," "expect," "intend," "may," "plan," "will" and
similar expressions. Such statements reflect management's current
expectations and judgment as of the date of this press release. Risks,
uncertainties and assumptions that could affect Gibraltar's
forward-looking statements include, among other things, the completion
of the tender offer and the receipt of consents sufficient to approve
the proposed amendments to the indenture governing the Notes. In
addition, please refer to the risk factors contained in Gibraltar's SEC
filings available at www.sec.gov,
including Gibraltar's most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue
reliance on any forward-looking statements, which speak only as of the
date on which they are made. Gibraltar undertakes no obligation to
update or revise any forward-looking statements for any reason.
Gibraltar Industries, Inc.
Kenneth Smith, 716-826-6500 ext. 3217
Source: Gibraltar Industries, Inc.
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