Beacon Roofing Supply, Inc. (Nasdaq: BECN) ("Beacon" wink announced today
that it has priced its previously announced private offering of $300
million aggregate principal amount of its 6.375% senior notes due 2023
(the "Notes" wink . The initial offering price to investors will be 100% of
the principal amount of the Notes. The Notes will be sold to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act" wink , and to non-U.S. persons in
transactions outside the United States pursuant to Regulation S under
the Securities Act. The offering is expected to close on October 1,
2015, subject to customary closing conditions and the substantially
concurrent consummation of Beacon's previously announced acquisition of
Roofing Supply Group ("RSG" wink . Beacon intends to use the net proceeds
from the offering of the Notes, together with borrowings under its
anticipated new senior secured credit facilities, to pay the cash
consideration for the RSG acquisition, to refinance certain of Beacon's
existing indebtedness, to repay certain existing indebtedness of RSG and
to pay related transaction premiums, fees and expenses.
The Notes and related subsidiary guarantees will be offered only to
qualified institutional buyers under Rule 144A of the Securities Act of
1933, as amended (the "Securities Act" wink , and to certain non-U.S. persons
in transactions outside the United States under Regulation S under the
Securities Act. The Notes and related subsidiary guarantees have not
been registered under the Securities Act, or any securities laws of any
state or other jurisdiction, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and other applicable
securities laws. This press release shall not constitute an offer to
sell or a solicitation of an offer to buy the Notes, nor does it
constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale is unlawful. The Notes offering is
being made only by means of a private offering memorandum, and is not
being made to any person in any jurisdiction in which such offer, sale
or solicitation is unlawful.
About Beacon Roofing Supply Inc.: Beacon Roofing Supply, Inc. is the
largest publicly traded distributor of residential and non-residential
roofing materials and complementary building products, with 274 branches
in 42 states in the United States and six provinces in Canada and over
$2.3 billion in revenue in its 2014 Fiscal Year.
Forward-Looking Statements
This release contains information about management's view of Beacon's
future expectations, plans and prospects that constitute forward-looking
statements for purposes of the safe harbor provisions under the Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from those indicated by such forward-looking statements as a
result of various important factors, including, but not limited to,
those set forth in the "Risk Factors" section of Beacon's latest Form
10-K. In addition, numerous factors could cause actual results with
respect to the proposed transaction to differ materially from those in
the forward-looking statements, including without limitation, the
possibility that the expected synergies, cost savings and tax
efficiencies from the proposed transaction will not be realized, or will
not be realized within the expected time period; the risk that the
Beacon and RSG businesses will not be integrated successfully;
disruption from the proposed transaction making it more difficult to
maintain business and operational relationships; the risk of customer
attrition; the possibility that the proposed transaction does not close,
including, but not limited to, due to the failure to satisfy the closing
conditions; and the ability to obtain the debt financing contemplated to
fund the cash portion of the transaction consideration and the terms of
such financing. The forward-looking statements included in this press
release represent Beacon's views as of the date of this press release
and these views could change. However, while Beacon may elect to update
these forward-looking statements at some point, Beacon specifically
disclaims any obligation to do so, other than as required by federal
securities laws. These forward-looking statements should not be relied
upon as representing Beacon's views as of any date subsequent to the
date of this press release.
BECN-F
