Gibraltar Announces Cash Tender Offer for its 8% Senior Subordinated Notes
BUFFALO, N.Y. -- January 15, 2013
Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and
distributor of products for building and industrial markets, has commenced a
cash tender offer to purchase any and all of its $204 million in aggregate
principal amount of outstanding 8% Senior Subordinated Notes due 2015
(CUSIP374689AC1) (the "Notes"). In conjunction with the tender offer,
Gibraltar is soliciting consents from holders of the Notes to effect certain
proposed amendments to the indenture governing the Notes. The tender offer and
consent solicitation are being made on the terms and subject to the conditions
set forth in the Offer to Purchase and Consent Solicitation Statement (the
"Offer to Purchase") and related Letter of Transmittal and Consent, each dated
January 16, 2013.
The tender offer and consent solicitation are subject to the satisfaction or
waiver of certain conditions, as described in the Offer to Purchase, including
the condition that Gibraltar shall have received net proceeds from one or more
financings sufficient to repurchase all of the Notes tendered, including the
payment of all premiums, if any, consent payments, accrued interest, and costs
and expenses incurred in connection with the tender offer and consent
solicitation, as described in more detail in the Offer to Purchase.
Gibraltar is offering to purchase the Notes at a price of $1,007.08 for each
$1,000 in principal amount of Notes (the "Tender Offer Consideration") validly
tendered (and not validly withdrawn) and accepted for purchase pursuant to the
tender offer, plus accrued interest. Holders who validly tender (and do not
validly withdraw) their Notes and validly deliver (and do not validly revoke)
their consents to the proposed amendments at or prior to 5:00 p.m., New York
City time, on January 30, 2013, unless extended or earlier terminated (such
date and time, as the same may be extended or earlier terminated, the "Consent
Deadline") will also receive a consent payment of $10.00 for each $1,000 in
principal amount of Notes validly tendered (and not validly withdrawn) and
accepted for purchase pursuant to the tender offer. The total consideration
for each $1,000 principal amount of Notes validly tendered and not validly
withdrawn and accepted for purchase at or prior to the Consent Deadline will
be an amount equal to $1,017.08 (the "Total Consideration"). Holders that
tender their Notes in the tender offer will be deemed to have consented to the
proposed amendments to the indenture governing the Notes if such tender is
delivered by the Consent Deadline. Gibraltar will not pay the consent payment
to holders who tender Notes and deliver consents to the proposed amendments
after the Consent Deadline.
The proposed amendments to the indenture governing the Notes would eliminate
substantially all of the restrictive covenants, certain affirmative covenants,
certain events of default and certain conditions to legal defeasance or
covenant defeasance contained in the indenture and the Notes. Holders may not
deliver consents to the proposed amendments without validly tendering the
related Notes in the tender offer and may not revoke their consents without
withdrawing the previously tendered Notes to which they relate.
Notes validly tendered at or prior to 5:00 p.m., New York City time, on
January 30, 2013 (the "Withdrawal Date") may be validly withdrawn and the
related consents may be validly revoked at any time prior to the Withdrawal
Date. Tendered notes and delivered consents may not be validly withdrawn or
revoked after the Withdrawal Date, except under certain limited circumstances
as described in the Offer to Purchase.
The Offer to Purchase contains early settlement provisions, whereby Notes
validly tendered (and not validly withdrawn) on or prior to the business day
prior to the early acceptance date (which early acceptance date is expected to
be January 31, 2013) may be accepted. Payment of the applicable consideration
for such notes is expected to be made on or promptly following such
The tender offer will expire at 11:59 p.m., New York City time, on February
13, 2013 unless extended or earlier terminated by Gibraltar (such date and
time, as the same may be extended or earlier terminated, the "Expiration
If the consents representing the majority of the aggregate principal amount of
the outstanding Notes (the “Majority Consent”) are received but not all Notes
are validly tendered pursuant to the tender offer, Gibraltar currently
intends, but is not obligated, to redeem or satisfy and discharge any
untendered Notes in accordance with the indenture governing the Notes. If the
Majority Consent is not received, Gibraltar reserves the right to redeem any
untendered Notes in accordance with the indenture governing the Notes and/or
satisfy and discharge the indenture governing the Notes.
Gibraltar has engaged J.P. Morgan Securities LLC as the Dealer Manager for the
tender offer and the Solicitation Agent for the consent solicitation. J.P.
Morgan Securities LLC can be contacted at (800) 245-8812 (toll-free) and (212)
The complete terms and conditions of the tender offer and consent solicitation
are set forth in the Offer to Purchase. Holders of Notes are urged to read the
tender offer documents carefully before making any decision with respect to
the tender offer. 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).
This press release is for information purposes only and is not an offer to
purchase, a solicitation of an offer to purchase or a solicitation of a
consent with respect to any of the Notes. The tender offer and consent
solicitation are being made solely pursuant to the tender offer and consent
solicitation documents, including the Offer to Purchase, that Gibraltar is
distributing to holders of the Notes. The tender offer and consent
solicitation are not being made to holders of Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
None of Gibraltar, the Dealer Manager and the Solicitation Agent nor the
Information Agent and Tender Agent, nor any other person makes any
recommendation as to whether holders of Notes should tender their Notes, and
no one has been authorized to make such a recommendation.
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
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 payment of the Total Consideration and Tender Offer
Consideration, the elimination of restrictive covenants, certain affirmative
covenants and certain conditions to legal defeasance or covenant defeasance
contained in the indenture governing the Notes and the redemption of any
untendered 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
Chief Financial Officer
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