Gibraltar Industries begins tender offer, consent bid for 8% notes

By Angela McDaniels

Tacoma, Wash., Jan. 15 - Gibraltar Industries, Inc. began a tender offer for its $204 million principal amount of outstanding 8% senior subordinated notes due 2015, according to a company news release.

The company is also soliciting consents from noteholders to make some amendments to the indenture governing the notes that would eliminate substantially all of the restrictive covenants, some affirmative covenants, some events of default and some conditions to legal defeasance or covenant defeasance.

Holders who tender their notes by the consent deadline, 5 p.m. ET on Jan. 30, will be deemed to have consented to the proposed amendments. Holders may not deliver consents without tendering their notes.

Gibraltar is offering $1,017.08 for each $1,000 principal amount of notes plus accrued interest. This payment includes a $10.00 consent payment for each note tendered with consents by the consent deadline.

The tender offer contains an early settlement provision that allows the company to make early payment for notes tendered by the early acceptance date, which is expected to be Jan. 31.

The tender offer will expire at 11:59 p.m. ET on Feb. 13.

If the consents are received for a majority of the outstanding notes but not all notes are tendered, Gibraltar plans to redeem or satisfy and discharge any untendered notes. If the majority consent is not received, Gibraltar reserves the right to redeem any untendered notes and/or satisfy and discharge the indenture governing the notes.

The tender offer and consent solicitation are subject to financing.

The dealer manager is J.P. Morgan Securities LLC (800 245-8812 or 212 270-1200). The information agent and tender agent is D.F. King & Co., Inc. (212 269-5550 for brokers and banks; 800 859-8511 for all others).

Gibraltar Industries makes building products and is based in Buffalo, N.Y.

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