The definitive agreement will be for $25.50 per share in cash.



Interline Brands Inc., distributor and direct marketer of broad-line maintenance, repair and operations products, has entered into a definitive agreement to be acquired by affiliates of GS Capital Partners LP and P2 Capital Partners, LLC  for $25.50 per share in cash.

GS Capital Partners is one of the world's leading private equity investors. P2 Capital Partners, a shareholder of Interline, is a leading investment firm that applies a private equity approach to investing in the public market.

The transaction, which was unanimously approved by Interline's board of directors, is valued at approximately $1.1 billion, including the assumption of debt. The price of $25.50 per share represents a premium of approximately 42% relative to the company's closing stock price on May 25, 2012, the last trading day before the announcement of the transaction, and a 31% premium relative to the company's trailing 30-day average closing stock price.

"This agreement provides excellent value to shareholders. This is also an exciting new chapter for Interline, one that we believe will bring broad benefits to all of our stakeholders," said Michael J. Grebe, Interline's chairman and CEO. "We remain laser-focused on our goals and capabilities, and look forward to working with partners that have proven track records of investments in the distribution sector, as well as financial and operational expertise in global markets.

Moreover, Interline has operated successfully in both public and private settings in the past. As we now look forward, GS Capital Partners and P2 Capital Partners have a shared vision of our value creation opportunities and the actions needed to realize them," said Grebe.

Interline intends to maintain its corporate headquarters in Jacksonville, Fla., as well as its distribution and sales footprint.


Source: Interline Brands

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