Last updated on April 18, 2014 at 13:47 EDT

Roofing Supply Group, LLC Announces Cash Tender Offer For Any And All Outstanding 8 5/8% Senior Secured Notes Due 2017 (CUSIP Nos. 77636QAA0 (Rule 144A) And U77660AA3 (Regulation S))

May 9, 2012

DALLAS, May 9, 2012 /PRNewswire/ — Roofing Supply Group, LLC (the “Company”) announced today that it commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the 8 5/8% Senior Secured Notes due 2017 (the “Notes”) of the Company and Roofing Supply Finance, Inc. (together with the Company, the “Issuers”), currently outstanding in the aggregate principal amount of $202.5 million. In connection with the Tender Offer, the Company is soliciting the consents (the “Consents”) of holders of the Notes to certain proposed amendments to the indenture governing the Notes (the “Consent Solicitation”). The primary purpose of such Consent Solicitation and amendments is to eliminate substantially all of the restrictive covenants contained in the indenture and certain events of default and related provisions.

The Tender Offer will expire at 5:00 p.m., New York City time, on June 7, 2012, unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Date”). Under the terms of the Tender Offer, holders of Notes who validly tender and do not validly withdraw their Notes and consents prior to 5:00 p.m., New York City time, on May 22, 2012 (such time and date, as the same may be extended, the “Consent Date”), will receive the “Total Consideration,” which is equal to (i) $1,151.67 per $1,000.00 in principal amount of Notes validly tendered (the “Tender Consideration”) plus (ii) $30.00 per $1,000.00 in principal amount of the Notes validly tendered (the “Consent Payment”). Holders will not be able to revoke their consents after the Consent Date. Holders of Notes who validly tender their Notes after the Consent Date, but on or before the Expiration Date, will receive only the Tender Consideration. In addition, accrued and unpaid interest up to, but not including, the applicable date of payment for the Notes accepted for purchase will be paid.

The Tender Offer is being made and the Consents are being solicited in connection with the agreement and plan of merger (the “Merger Agreement”) among CDRR Holding, Inc., an affiliate of Clayton, Dubilier & Rice, LLC, CDRR MS, Inc. (“Merger Sub”) and Roofing Supply Group Holdings, Inc. (“RSG Holdings”), the parent of the Company, pursuant to which Merger Sub will be merged with and into RSG Holdings with RSG Holdings as the surviving entity (the “Merger”). Immediately following the Merger, RSG Holdings will be merged with and into the Company with the Company continuing as the surviving entity.

Immediately following the Merger, the Issuers intend to call for redemption all Notes that have not been tendered and accepted for payment on the initial payment date, which will occur promptly following the Company’s acceptance of Notes for payment upon the satisfaction or waiver of the conditions to the Tender Offer, as described below, and at that time to satisfy and discharge the indenture.

The terms and conditions of the Tender Offer and Consent Solicitation are included in the Company’s offer to purchase and consent solicitation statement dated May 9, 2012 (the “Consent Solicitation Statement”) and the related letter of transmittal. The Company does not make any recommendation as to whether or not holders of the Notes should tender their Notes pursuant to the Tender Offer or deliver Consents pursuant to the Consent Solicitation.

The obligation of the Company to accept for purchase, or to pay for, Notes tendered pursuant to the Tender Offer or the Consents delivered pursuant to the Consent Solicitation is conditioned upon the (a) the consummation of the Merger in accordance with the terms of the Merger Agreement, (b) the receipt, on or prior to the Consent Date, of Consents of at least a majority in aggregate principal amount of the outstanding Notes and the execution of a supplemental indenture providing for the adoption of the amendments to the indenture as described in the Consent Solicitation Statement and (c) the non-occurrence of the general conditions, as specified further in the Consent Solicitation Statement. If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes. The Company may also terminate the Tender Offer and the Consent Solicitation at any time in its sole discretion.

This press release is for informational purposes only and does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Requests for documents relating to the Tender Offer may be directed to Global Bondholder Services Corporation, the Information Agent, at (866) 470-4500 or (212) 430-3774. Goldman, Sachs & Co. will act as Dealer Manager and Solicitation Agent for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182 or (212) 357-0345.

About Roofing Supply Group, LLC
Founded in 1981 and based in Dallas, TX, Roofing Supply Group is one of the largest wholesale distributors of roofing supplies and related materials in the United States. Through its network of 59 branches in 24 states, RSG provides one-step distribution services from roofing product manufacturers to roofing contractors and homebuilders. Each branch carries a complete line of roofing products for residential and commercial roofing, including composition asphalt shingles, underlayment, and associated ancillary products. For more information, please visit http://www.roofingsupplygroup.com.

SOURCE Roofing Supply Group, LLC

Source: PR Newswire