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EX-99.1 - EX-99.1 - INTERLINE BRANDS, INC./DEa12-16376_1ex99d1.htm












Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): July 16, 2012



Interline Brands, Inc.

(Exact name of registrant as specified in its charter)








(State or other jurisdiction
of incorporation)


File Number)


(I.R.S. Employer
Identification No.)


701 San Marco Boulevard, Jacksonville, Florida



(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code: (904) 421-1400


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


x   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01               Other Events


On July 16, 2012, Interline Brands, Inc., a Delaware corporation (the “Company”), issued a press release announcing the establishment of a record date for determination of stockholders entitled to receive notice of, and vote upon, among other things, the proposal to adopt the previously announced Agreement and Plan of Merger, entered into on May 29, 2012 (the “Merger Agreement”), by and among the Company, Isabelle Holding Company Inc., a Delaware corporation (“Parent”), and Isabelle Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) at a special meeting of stockholders.  Parent is an affiliate of GS Capital Partners VI Fund, L.P.  One or more investment funds managed by P2 Capital Partners, LLC will also own an interest in Parent at the closing of the transactions contemplated by the Merger Agreement.  The date, time and location of the special meeting will be announced at a later time.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Forward-Looking Statements


Statements herein regarding the proposed transaction between Parent, Merger Sub and the Company, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about future expectations constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements are based upon current beliefs and expectations and are subject to significant risks and uncertainties.  There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to obtain governmental approvals of the transaction on the proposed terms and schedule and the failure of the Company’s stockholders to approve the transaction.  Additional factors that may affect future results are contained in each company’s filings with the Securities and Exchange Commission (“SEC”), including each company’s Annual Report on Form 10-K for the year ended December 30, 2011, which are available at the SEC’s Web site  The information set forth herein speaks only as of the date hereof, and any intention or obligation to update any forward looking statements as a result of developments occurring after the date hereof is hereby disclaimed.


Important Additional Information will be Filed with the SEC


In connection with the proposed transaction, the Company filed a preliminary Proxy Statement with the SEC on June 20, 2012.  Investors and security holders of the Company are urged to read the Proxy Statement and any other relevant documents filed with the SEC when they are available because they will contain important information about the Company, the proposed transaction and related matters.  When completed, the final Proxy Statement will be mailed to stockholders of the Company.  Investors and security holders of the Company will be able to obtain copies of the Proxy Statement, when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about the Company, without charge, at the SEC’s Internet site (




These documents may also be obtained for free from the Company by directing a request to the Company, Investor Relations, 701 San Marco Boulevard, Jacksonville, FL 32207 or at the Company’s Investor Relations page on its corporate website at


Participants in Solicitation


The Company and its respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed transaction.  Information regarding the Company’s participants is available in the Company’s Annual Report on Form 10-K for the year ended December 30, 2011 and the Company’s proxy statement, dated March 23, 2012, for its 2012 annual meeting of stockholders, which are filed with the SEC.  Additional information regarding the interests of such participants is included in the preliminary Proxy Statement filed with the SEC on June 20, 2012 and will be included in the final Preliminary Proxy Statement to be filed with the SEC.


Item 9.01               Financial Statements and Exhibits


(d)               Exhibits


Exhibit No.





Press Release issued on July 16, 2012 by Interline Brands, Inc.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.















/s/ Michael Agliata




Michael Agliata




Vice President, General Counsel & Secretary



Date:  July 16, 2012






Exhibit No.





Press Release issued on July 16, 2012 by Interline Brands, Inc.