Reliance Intermediate Holdings Announces Tender Offer for 9.50% Senior Notes due 2019 and Solicitation of Consents for Proposed Amendments to the Related Indenture

TORONTO, March 6, 2015 /CNW/ - Reliance Intermediate Holdings LP ("Reliance" or "we") announced today that it commenced a tender offer to purchase for cash (the "Tender Offer") any and all of the outstanding $350 million aggregate principal amount of its 9.50% Senior Notes due 2019 (the "Notes") and a solicitation of consents (the "Consent Solicitation") for proposed amendments to the related indenture. The Tender Offer and the Consent Solicitation are being made pursuant to an 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. Holders of Notes that are validly tendered prior to the consent payment deadline of 5:00 p.m., New York City time, on March 19, 2015 and accepted for purchase will receive total consideration of $1,053.75 per $1,000 principal amount of Notes validly tendered and accepted for purchase, which includes an early tender payment of $30.00 per $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.

Pursuant to the Consent Solicitation, Reliance is soliciting from holders of the Notes consents to amendments to the indenture governing the Notes that would eliminate most of the covenants applicable to the Notes and amend certain other provisions contained in such indenture and the Notes, including reducing the period required for a notice of redemption from thirty days to three days (the "Amendments"). Adoption of the Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes (excluding any Notes owned by Reliance or its affiliates).  Any holder who tenders Notes pursuant to the Tender Offer must consent to the Amendments. A holder may not revoke a consent without withdrawing the previously tendered Notes to which such consent relates. Notes tendered may only be withdrawn, and related consents revoked, prior to 5:00 p.m., New York City time, on March 19, 2015, unless extended, except in limited circumstances where additional withdrawal rights are required by law.

Holders of Notes that are validly tendered after the consent payment deadline, but prior to the expiration of the Tender Offer, and accepted for purchase will receive the tender offer consideration of $1,023.75 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be April 6, 2015. Holders of Notes tendered after the consent payment deadline and accepted for purchase will not receive an early tender payment. Consummation of the Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including the financing condition and the supplemental indenture condition described therein. Reliance may amend, extend or terminate the Tender Offer and the Consent Solicitation in its sole discretion.

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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