Gibraltar Industries Announces Closing of Offering of 6.250% Senior
Subordinated Notes due 2021
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
the closing of the previously announced offering of $210 million aggregate
principal amount of 6.250% senior notes due 2021 (the "Notes"). The Notes are
guaranteed on an unsecured senior basis by certain of Gibraltar's existing and
future subsidiaries. The Notes were sold to investors at 100.0% of their
aggregate principal amount.
The Company is using the net proceeds from the offering of the Notes, along
with cash on hand, to repurchase, redeem and/or satisfy and discharge all of
its outstanding 8% senior notes due 2015.
The Notes and related guarantees have been offered and sold only to qualified
institutional buyers in the United States in reliance on the exemption from
registration set forth in Rule 144A of the Securities Act of 1933, as amended
(the "Securities Act"), and outside the United States to non-U.S. persons
pursuant to Regulation S of the Securities Act.
The Notes have not been registered under the Securities Act or any state
securities laws, and, unless so registered, may not be offered or sold in the
United States absent registration or an applicable exemption form, or in a
transaction not subject to, the registration requirements of the Securities
Act and other applicable securities laws.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities nor has there been any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction.
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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