Roofing Supply tenders for 8 5/8% notes in connection with merger

By Susanna Moon

Chicago, May 9 - Roofing Supply Group, LLC said it began a cash tender offer for the $202.5 million of outstanding 8 5/8% senior secured notes due 2017 issued by the company and Roofing Supply Finance, Inc.

The company also is soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants and events of default.

The company will pay $1,151.67 per $1,000.00 principal amount of notes plus a $30.00 consent premium per $1,000 principal amount of notes tendered by the consent deadline of 5 p.m. ET on May 22.

Roofing Supply also will pay accrued interest up to but excluding the payment date.

The tender offer will run until 5 p.m. ET on June 7.

Holders who tender their notes after the consent date will not receive the early tender premium.

Tendered notes may be withdrawn by the early tender deadline.

The tender offer and consent solicitation are being made in connection with the merger agreement with CDRR Holding, Inc., an affiliate of Clayton, Dubilier & Rice, LLC, CDRR MS, Inc. and Roofing Supply Group Holdings, Inc., the parent company, with Roofing Supply eventually continuing as the surviving company.

Following the merger, the issuers plan to call for redemption all notes that have not been tendered by the initial settlement date, according to a company press release.

The offer is conditioned upon the completion of the merger and the receipt of consents from holders of a majority of the outstanding notes.

Global Bondholder Services Corp. (866 470-4500 or 212 430-3774) is the information agent. Goldman, Sachs & Co. (800 828-3182 or 212 357-0345) is the dealer manager and solicitation agent.

Roofing Supply Group is a Dallas-based wholesale distributor of roofing supplies and related materials.

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