Headwaters launches tender offer for 11 3/8% notes, solicits consents

By Angela McDaniels

Tacoma, Wash., Feb. 15 - Headwaters Inc. began a tender offer and consent solicitation for its $328.3 million of outstanding 11 3/8% senior secured notes due 2014, according to a company news release.

The company is soliciting consents for proposed amendments to the indenture governing the notes that would eliminate substantially all of the restrictive covenants and some events of default.

In order for the proposed amendments to become effective, the holders of at least a majority of the outstanding notes must deliver consents.

Holders who tender their notes will be deemed to have delivered their consents to the proposed amendments. Holders may not deliver their consents without tendering their notes.

The company will pay $1,180 for each $1,000 principal amount of notes. This includes an early tender and consent payment of $30 for each note tendered by 5 p.m. ET on March 1, the consent payment deadline.

Holders will also receive accrued interest up to but excluding the settlement date.

The tender offer will expire at midnight ET on March 15.

The offer is contingent on new debt financing.

The dealer manager is Deutsche Bank Securities Inc. (855 287-1922). The information agent is D.F. King & Co., Inc. (800 967-4607 or 212 269-5550).

The South Jordan, Utah, company provides products and services to the energy, construction and home-improvement industries.

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