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Allen & Overy advises on a dividend recapitalization by SRS Distribution Inc.

The Allen & Overy (“A&O”) U.S. Leveraged Finance and Capital Markets teams have advised the lead arrangers and joint book-running managers on all aspects of a dividend recapitalization (the “Dividend Recapitalization”) by SRS Distribution Inc. and its subsidiaries (the “Company”), a leading U.S. roofing and landscape supply distributor sponsored by two leading private equity companies (together, the “Company’s Sponsors”).

The Dividend Recapitalization transaction consisted of entry into a new USD2.190 billion term loan facility, an amendment to the Company’s existing USD750 million ABL Facility to extend its maturity, and a dual-tranche Rule 144A/Regulation S offering of USD650m aggregate principal amount of 4.625% senior secured notes due 2028 and USD450m aggregate principal amount of 6.125% senior unsecured notes due 2029. The proceeds of the foregoing transactions were used to, among other things, pay a dividend to the Company’s Sponsors, refinance amounts outstanding under the Company’s existing term loan facility, repay loans outstanding under the Company’s existing ABL facility and redeem the Company’s existing 8.250% senior notes due 2026. The Dividend Recapitalization was completed on June 4, 2021.

The A&O Leveraged Finance deal team was led by New York partner Jin Hee Kim with support from senior counsel Joseph Furst and associates Dani Resnick, Mel Lee and Eric Olson.

The A&O Capital Markets deal team was led by New York partner Jeff Pellegrino with support from associates Liza Murray and Brinkley Rowe and Law Clerk Kevin Leitao.

The transaction closed on June 4, 2021.