Gibraltar Industries Announces Results and Settlement of Early Tender for 8%
Senior Notes Due 2015
BUFFALO, N.Y. -- January 31, 2013
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principal amount outstanding, had been validly tendered and not withdrawn.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)
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 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 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
Chief Financial Officer
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