BELOIT, Wis.--(BUSINESS WIRE)--American Builders & Contractors Supply Co., Inc. ("ABC" or the "Company") announced today the commencement of a cash tender offer (the "Tender Offer") to purchase any and all of the $200 million aggregate outstanding principal amount of 5.625% Senior Notes due 2021 (the "2021 Notes"). The Company intends to purchase the 2021 Notes in the Tender Offer using a portion of the proceeds from the Company’s concurrently announced private placement (the “Debt Offering”), subject to market and other conditions, of up to $800 million aggregate principal amount of senior notes due 2026.
The Tender Offer is being made pursuant to an offer to purchase dated May 1, 2018 (the “Offer to Purchase”) and related notice of guaranteed delivery (together with the Offer to Purchase, the “Tender Offer Documents”), which set forth the complete terms and conditions of the Tender Offer.
The Tender Offer will expire at 5:00 p.m., New York City time, on May 8, 2018 (such date and time, as may be extended or earlier terminated as described in the Offer to Purchase, the “Expiration Time”). Holders of 2021 Notes who validly and timely tender (and do not validly withdraw) their 2021 Notes prior to the Expiration Time will be entitled to receive an amount in cash equal to $1,015.65 for each $1,000 principal amount of the 2021 Notes tendered and accepted by the Company in connection with the Tender Offer, together with accrued and unpaid interest relating to such purchased 2021 Notes up to, but not including, the final settlement date, which is currently expected to be May 11, 2018.
Subject to certain limited exceptions, any 2021 Notes tendered may only be withdrawn prior to 5:00 p.m., New York City time, on May 8, 2018, unless extended.
The Company intends to finance its purchase of the Notes tendered pursuant to the Tender Offer with a portion of the proceeds to be raised from its previously-announced private placement offering of $800 million senior notes due 2026.
The Company will not be obligated to accept for purchase any 2021 Notes pursuant to the Tender Offer. The Tender Offer is not contingent upon the tender of any minimum principal amount of 2021 Notes, but the Tender Offer is conditioned upon the consummation of the Debt Offering (or another debt financing transaction), among other conditions. Subject to applicable law, the Company may amend, extend, withdraw or terminate the Tender Offer in its sole discretion.
Assuming the Debt Offering is consummated, the Company currently intends to redeem any 2021 Notes not purchased pursuant to the Tender Offer in accordance with the indenture governing the 2021 Notes, which currently provides for a redemption price of 101.406% of the principal amount thereof plus accrued and unpaid interest through the redemption date.
The Company has retained Deutsche Bank Securities Inc. to act as the dealer manager in connection with the Tender Offer, and has retained D.F. King & Co., Inc. to act as the information and tender agent for the Tender Offer. The Company is making the Tender Offer only by, and pursuant to the terms and conditions of, the Tender Offer Documents. Those documents set forth the complete terms and conditions of the Tender Offer. Copies of those documents may be obtained from the information and tender agent for the Tender Offer, D.F. King & Co., Inc., at (800) 431-9645 (US toll-free) or from the dealer manager, Deutsche Bank Securities Inc. at (855) 287-1922 (US toll-free) and (212) 250-7527 (collect) or by visiting www.dfking.com/abcsupply.
This press release is for informational purposes only and shall not constitute, or be deemed to constitute, a notice of redemption of the 2021 Notes under the indenture governing the 2021 Notes. This press release is neither an offer to purchase or an offer to sell, nor a solicitation of an offer to buy or sell, any securities, nor is it a solicitation for acceptance of the Tender Offer.
ABC Supply Co. Inc. is the largest wholesale distributor of roofing in the United States and one of the nation’s largest wholesale distributors of select exterior and interior building products. Since its founding by Ken and Diane Hendricks in 1982, ABC Supply’s sole focus has been serving professional contractors—taking care of them better than any other distributor and offering the products, services and support they need to build their businesses. A 12-time Gallup Great Workplace Award winner, ABC Supply is an “employee-first” company that treats its associates with respect and gives them the tools they need to succeed. Headquartered in Beloit, Wisconsin, ABC Supply has more than 700 locations nationwide,
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company and its subsidiaries, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. These cautionary statements are being made pursuant to the PSLRA with the intention of obtaining the benefits of the "safe harbor" provisions of such law. ABC cautions investors that any forward-looking statements made by ABC are not guarantees or indicative of future events.
Factors that could affect actual results include but are not limited to the possibility that the Company's existing noteholders will not be receptive to the Tender Offer or the Company's potential debt investors will not be receptive to the Debt Offering on the terms described above or at all; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; changes in the credit ratings of the Company; changes in the Company's cash requirements, financial position, financing plans or investment plans; or changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of the Company to consummate the above-described transactions on the terms described above or at all. There can be no assurances that the above-described transactions will be consummated on the terms described above or at all.
Although ABC believes that its plans, intentions and expectations reflected in this press release are reasonable, actual events could differ materially. The forward-looking statements contained in this press release are made only as of the date hereof and ABC does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.