Reliance Intermediate Announces Early Tender Offer Results and Acceptance of its 9.50% Senior Notes due 2019 and Receipt of Requisite Consents for Proposed Amendments to the Related Indenture

TORONTO, March 20, 2015 /CNW/ - Reliance Intermediate Holdings LP ("Reliance" or "we") announced today the early tender results of the previously announced cash tender offer (the "Tender Offer") for any and all of its US$350 million aggregate principal amount of outstanding 9.50% Senior Notes due 2019 (the "Notes") and solicitation of consents (the "Consent Solicitation") for proposed amendments to the related indenture (the "Proposed Amendments").

As of the previously announced early tender payment deadline of 5:00 p.m., New York City time, on March 19, 2015 (the "Early Tender Payment Deadline"), US$337,510,000 in aggregate principal amount, or approximately 96.43% of the Notes, has been validly tendered and not withdrawn. Reliance has accepted for purchase all of the tendered Notes. The Company also received the requisite consents for the Proposed Amendments to eliminate most of the covenants applicable to the Notes, as well as shorten the notice required to be given to holders of the Notes from thirty days to three days in the case of a redemption of the Notes, and we currently expect to redeem the Notes on March 27, 2015 (subject to procedures and mechanics within the system of the Depository Trust Company).

The terms and conditions of the Tender Offer and Consent Solicitation are described in Reliance's Offer to Purchase and Consent Solicitation Statement dated as of March 6, 2015 and related consent and letter of transmittal (collectively, the "Offer to Purchase and Consent Solicitation Statement").

The Tender Offer will expire at 12:00 midnight, New York City time, on April 2, 2015, unless otherwise extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time"). Holders of Notes that were validly tendered prior to the Early Tender Payment Deadline and accepted for purchase will receive total consideration of US$1,053.75 per US$1,000 principal amount of Notes validly tendered and accepted for purchase, which includes an early tender payment of US$30.00 per US$1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be March 24, 2015. Holders of Notes that validly tender their Notes after the Early Tender Payment Deadline but on or before the Expiration Time will be eligible to receive a tender offer consideration of US$1,023.75 per US$1,000 principal amount of Notes, which is equal to the total consideration minus an early tender payment of US$30.00 per US$1,000 principal amount of the Notes. Holders whose Notes are accepted for payment in the Tender Offer will receive accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be April 6, 2015. 

This news release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement, copies of which will be delivered to holders of the Notes. Persons with questions regarding the Tender Offer and the Consent Solicitation should contact the dealer manager, Barclays, at (800) 438-3242 (toll free) or (212) 528-7581 (collect), or the Information Agent, D.F. King & Co., at (877) 478-5047 (toll free) or (212) 269-5550 (collect).

Reliance is the destination of choice for Canadians seeking warmth in the winter, cool in the summer and an endless supply of hot water. Reliance is a Canadian company with its head office in Toronto and employs approximately 1,400 people. Reliance provides retail sale, rental, service and maintenance of heating, ventilation and air conditioning equipment to its 1.7 million residential and commercial customers. Visit www.reliancehomecomfort.com to learn more.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and applicable Canadian securities legislation that are based on current expectations, estimates, forecasts and projections about the industry in which we operate, and beliefs and assumptions made by our management. Such statements include, in particular, statements about our plans, strategies and prospects. Words such as "expect", "anticipate", "intend", "plan", "believe", "seek", "estimate" and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are based on beliefs and assumptions of our management, which in turn are based on currently available information. These statements are not guarantees of future performance and involve assumptions and risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Reliance assumes no obligation to update forward-looking statements contained in this news release as a result of new information or future events or developments.

SOURCE Reliance Home Comfort

For further information: Media contacts: Catherine David Nolan (416) 499-7098.

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www.reliancehomecomfort.com

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