Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and distributor of products for building and industrial markets, has commenced a cash tender offer to purchase any and all of its $204 million in aggregate principal amount of outstanding 8% Senior Subordinated Notes due 2015 (CUSIP 374689AC1) (the "Notes"). In conjunction with the tender offer, Gibraltar is soliciting consents from holders of the Notes to effect certain proposed amendments to the indenture governing the Notes. The tender offer and consent solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") and related Letter of Transmittal and Consent, each dated January 16, 2013.
The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions, as described in the Offer to Purchase, including the condition that Gibraltar shall have received net proceeds from one or more financings sufficient to repurchase all of the Notes tendered, including the payment of all premiums, if any, consent payments, accrued interest, and costs and expenses incurred in connection with the tender offer and consent solicitation, as described in more detail in the Offer to Purchase.
Gibraltar is offering to purchase the Notes at a price of $1,007.08 for each $1,000 in principal amount of Notes (the "Tender Offer Consideration") validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the tender offer, plus accrued interest. Holders who validly tender (and do not validly withdraw) their Notes and validly deliver (and do not validly revoke) their consents to the proposed amendments at or prior to 5:00 p.m., New York City time, on January 30, 2013, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "Consent Deadline") will also receive a consent payment of $10.00 for each $1,000 in principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the tender offer. The total consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase at or prior to the Consent Deadline will be an amount equal to $1,017.08 (the "Total Consideration"). Holders that tender their Notes in the tender offer will be deemed to have consented to the proposed amendments to the indenture governing the Notes if such tender is delivered by the Consent Deadline. Gibraltar will not pay the consent payment to holders who tender Notes and deliver consents to the proposed amendments after the Consent Deadline.