Standard Industries Inc. Announces Cash Tender Offer

PARSIPPANY, N.J., Dec. 11, 2017 /PRNewswire/ -- Standard Industries Inc. (the "Company" or "Standard") today announced the commencement of an offer to purchase for cash (the "Tender Offer") for any and all of its outstanding 5¹/₈% Senior Notes due 2021 (the "Notes").    

The tender offer is being made pursuant to an Offer to Purchase and related Letter of Transmittal and Notice of Guaranteed Delivery, each dated December 11, 2017, which set forth a more detailed description of the tender offer.

Holders must validly tender their Notes or deliver to the information agent a properly completed and duly executed Notice of Guaranteed Delivery in accordance with the instructions described in the Offer to Purchase at or prior to 5:00 p.m., New York City time, on December 15, 2017 (such date and time, as they may be extended, the "Expiration Time").

Standard's obligation to accept for payment and to pay for any of the Notes in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the completion by Standard of a private placement of not less than $750 million in aggregate principal amount of notes no later than the Settlement Date on terms reasonably satisfactory to the Company.  The Tender Offer is not contingent upon the tender of any minimum principal amount of Notes.  Standard reserves the right to waive any one or more of the conditions at any time.

The tender offer consideration for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be the tender offer consideration for the Notes set forth in the table above (the "Tender Offer Consideration"). Notes validly tendered and not validly withdrawn at or prior to the Expiration Time and accepted for purchase by Standard will receive the Tender Offer Consideration, plus accrued and unpaid interest on those Notes from the last interest payment date to, but not including, the settlement date, which is expected to be December 18, 2017.

Standard has retained BofA Merrill Lynch to serve as dealer manager for the Tender Offer.  D. F. King & Co., Inc. has been retained to serve as the tender agent and information agent for the Tender Offer.

For additional information regarding the terms of the Tender Offer, please contact BofA Merrill Lynch collect at (980) 387-9534 or U.S. toll-free at (888) 292-0070.  Requests for documents and questions regarding the tender of securities may be directed to D. F. King & Co., Inc. at the telephone numbers set forth in the Offer to Purchase.

The Offer to Purchase, the related Letter of Transmittal and the related Notice of Guaranteed Delivery are expected to be distributed to holders of Notes beginning today.  Documents for the Tender Offer, including the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery, are available at www.dfking.com/standardindustries, and may also be obtained at no charge from D. F. King & Co., Inc.

Neither Standard, its board of directors, the information agent and tender agent nor the dealer manager make any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes.

This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities.  The Tender Offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal.  In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Standard by the dealer manager, or one or more registered brokers or dealers under the laws of such jurisdiction.

About Standard Industries

Standard Industries is a privately-held, global, diversified holding company with interests in building materials, aggregates, and related investment businesses in public equities and real estate. Founded in 1886, Standard Industries has over 15,000 employees and operations in more than 80 countries. Operating subsidiaries include: GAF, a leading North American roofing manufacturer; BMI, formed from the combination of Braas Monier and Icopal, a leading roofing and waterproofing company in Europe with significant presence in Asia and Africa; SGI, a leading North American aggregates and mining company supplying specialized products to the North American building materials industry; and Siplast, a provider of high-end modified bitumen membranes and liquid-applied roofing products.

Use of Forward-Looking Statements

This news release may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and in the Private Securities Litigation Reform Act of 1995.  Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.  All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements.  Standard disclaims any obligation to update or revise any forward-looking statements.

SOURCE Standard Industries Inc.