Roofing Supply Group, LLC Announces Receipt of Noteholder Consents for 8 5/8% Senior Secured Notes Due 2017 (CUSIP Nos. 77636QAA0 (Rule 144A) and U77660AA3 (Regulation S))

DALLAS, May 23, 2012 /PRNewswire/ -- Roofing Supply Group, LLC (the "Company") announced today the early tender results for its previously announced offer to purchase and solicitation of consents for the 8 5/8% Senior Secured Notes due 2017 (the "Notes") of the Company and Roofing Supply Finance, Inc. (together with the Company, the "Issuers").  As of 5:00 p.m., New York City time, on May 22, 2012 (the "Consent Date"), holders of approximately $202.1 million, or 99.82% of the outstanding principal amount, of the Notes had validly tendered their Notes for purchase by the Company and validly delivered their consents to amend the indenture governing the Notes.

The Company's tender offer and consent solicitation are subject to the terms and conditions set forth in the Company's offer to purchase and consent solicitation statement, dated May 9, 2012 (the "Consent Solicitation Statement"), and the related letter of transmittal.  The tender offer will expire at 5:00 p.m., New York City time, on June 7, 2012, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Date").  Holders of Notes who validly tender their Notes after the Consent Date, but on or before the Expiration Date, will receive $1,151.67 per $1,000.00 in principal amount of Notes validly tendered but will not be entitled to receive any consent payment.  In addition, accrued and unpaid interest up to, but not including, the applicable date of payment for the Notes accepted for purchase will be paid.

The tender offer was made and the consents were solicited in connection with the agreement and plan of merger (the "Merger Agreement") among CDRR Holding, Inc., an affiliate of Clayton, Dubilier & Rice, LLC, CDRR MS, Inc. ("Merger Sub") and Roofing Supply Group Holdings, Inc. ("RSG Holdings"), the parent of the Company, pursuant to which Merger Sub will be merged with and into RSG Holdings with RSG Holdings as the surviving entity (the "Merger").  Immediately following the Merger, RSG Holdings will be merged with and into the Company with the Company continuing as the surviving entity.  Immediately following the Merger, RSG Holdings will be merged with and into the Company with the Company continuing as the surviving entity.  It is currently anticipated that the Merger will be completed on May 31, 2012.  There can be no assurance that the Merger will close on this anticipated timetable, if at all.

Immediately following the Merger, the Issuers intend to call for redemption all Notes that have not been tendered and accepted for payment on the initial payment date, which will occur promptly following the Company's acceptance of Notes for payment upon the satisfaction or waiver of the conditions to the tender offer, as described below, and at that time to satisfy and discharge the indenture.

The obligation of the Company to accept for purchase, or to pay for, Notes tendered pursuant to the tender offer or the consents delivered pursuant to the consent solicitation is conditioned upon the (a) the consummation of the Merger in accordance with the terms of the Merger Agreement, (b) the receipt, on or prior to the Consent Date, of consents of at least a majority in aggregate principal amount of the outstanding Notes and the execution of a supplemental indenture providing for the adoption of the amendments to the indenture as described in the Consent Solicitation Statement and (c) the non-occurrence of the general conditions, as specified further in the Consent Solicitation Statement.  If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes.  The Company may also terminate the tender offer and the consent solicitation at any time in its sole discretion.

This press release is for informational purposes only and does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security.  No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Requests for documents relating to the tender offer may be directed to Global Bondholder Services Corporation, the Information Agent, at (866) 470-4500 or (212) 430-3774.  Goldman, Sachs & Co. is acting as Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation.  Questions regarding the tender offer and consent solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182 or (212) 357-0345.

About Roofing Supply Group, LLC

Founded in 1981 and based in Dallas, TX, Roofing Supply Group is one of the largest wholesale distributors of roofing supplies and related materials in the United States.  Through its network of 59 branches in 24 states, RSG provides one-step distribution services from roofing product manufacturers to roofing contractors and homebuilders.  Each branch carries a complete line of roofing products for residential and commercial roofing, including composition asphalt shingles, underlayment, and associated ancillary products.  For more information, please visit http://www.roofingsupplygroup.com.

SOURCE Roofing Supply Group, LLC