Builders FirstSource, Inc. Announces Modified Dutch Auction Tender Offer for 10.75% Senior Notes Due 2023
September 14 2016 - 4:05PM
Builders FirstSource, Inc. (the “Company”) (Nasdaq:BLDR), a leading
supplier and manufacturer of structural and related building
products for residential new construction and home repair and
remodeling in the United States, today announced the commencement
of a cash tender offer to purchase (the “Tender Offer”) up to
$50,000,000 aggregate principal amount of its 10.75% Senior Notes
due 2023 (CUSIP Nos. 12008R AH0 (144A) and U08985 AD2 (Reg S)) (the
“Notes”) at a purchase price per $1,000 principal amount determined
in accordance with a modified Dutch auction procedure on the terms
and subject to the conditions set forth in the Offer to Purchase
dated September 14, 2016 (the “Offer to Purchase”) and the related
Letter of Instruction.
Acceptable bid prices fall within a purchase price range between
$1,135 to $1,175, in each case inclusive, per $1,000 principal
amount of Notes validly tendered. The Company will determine
a purchase price (the “Clearing Price”) for Notes tendered within
the purchase price range that will allow the Issuer to purchase
$50,000,000 in aggregate principal amount of Notes (or such lesser
amount of Notes as are validly tendered) within the purchase price
range. In the event that the aggregate principal amount of Notes
validly tendered at or below the Clearing Price exceeds
$50,000,000, then, in accordance with the terms and subject to the
conditions of the Tender Offer, the Company will prorate Notes
validly tendered at the Clearing Price.
The Company will pay accrued and unpaid interest on the Notes
from September 1, 2016, the last interest payment date for the
Notes, to but excluding the date on which the Notes are purchased.
The Company expects to fund the purchase of the Notes pursuant to
the Tender Offer, including such accrued and unpaid interest and
any related fees and expenses, with borrowings under its existing
ABL credit facility and cash on hand.
The Tender Offer is scheduled to expire at 11:59 P.M., New York
City time, on October 12, 2016, unless such time and date is
extended or earlier terminated by the Company (such date and time,
the “Expiration Time”). The Tender Offer is conditioned upon the
satisfaction or waiver of certain conditions as described in the
Offer to Purchase. Subject to applicable law, the Company may
terminate the Tender Offer at any time prior to the applicable
Expiration Time in its sole discretion.
D.F. King & Co., Inc. is acting as the Information Agent and
the Tender Agent for the Tender Offer. Questions and requests for
documentation relating to the Tender Offer should be directed to
D.F. King & Co., Inc. at (888) 887-1266 (toll free) or (212)
269-5550 (banks and brokers only) or by email at
BLDR@dfking.com.
This press release shall not constitute an offer to purchase, or
a solicitation of an offer to sell any securities, nor shall there
be any purchase or sale of securities in any state or jurisdiction
in which such offer, solicitation, sale or exchange would be
unlawful. The Tender Offer is being made solely pursuant to the
Offer to Purchase and related documents. In any jurisdiction in
which the securities laws or blue sky laws require the Tender Offer
to be made by a licensed broker or dealer, the Tender Offer will be
deemed to be made on behalf of the Company by one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource is the
largest supplier of building products, prefabricated components,
and value-added services to the professional market segment, for
new residential construction and repair and remodeling, in the U.S.
We provide customers an integrated homebuilding solution, offering
manufacturing, supply, delivery and installation of a full range of
structural and related building products. We operate in 40 states
with approximately 400 locations and have a market presence in 74
of the top 100 Metropolitan Statistical Areas, providing geographic
diversity, and balanced end market exposure. We service customers
from strategically located distribution facilities and
manufacturing facilities (certain of which are co-located), that
produce value-added products such as roof and floor trusses, wall
panels, stairs, vinyl windows, custom millwork and pre-hung doors.
Builders FirstSource also distributes dimensional lumber and lumber
sheet goods, millwork, windows, interior and exterior doors, and
other building products. For more information about Builders
FirstSource, visit the company's website at www.bldr.com.
Cautionary Notice
Statements in this news release that are not purely historical
facts or that necessarily depend upon future events, including
statements about expected market share gains, forecasted financial
performance or other statements about anticipations, beliefs,
forecasted cost savings, expectations, hopes, intentions or
strategies for the future, may be forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended. Readers are cautioned not to place undue reliance on
forward-looking statements. All forward-looking statements are
based upon information available to Builders FirstSource, Inc. on
the date this release was submitted. Builders FirstSource, Inc.
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Any forward-looking statements involve
risks and uncertainties that could cause actual events or results
to differ materially from the events or results described in the
forward-looking statements, including risks or uncertainties
related to the Company's growth strategies, including gaining
market share, or the Company's revenues and operating results being
highly dependent on, among other things, the homebuilding industry,
lumber prices and the economy. Builders FirstSource, Inc. may not
succeed in addressing these and other risks. Further information
regarding factors that could affect our financial and other results
can be found in the risk factors section of Builders FirstSource,
Inc.’s most recent annual report on Form 10-K filed with the
Securities and Exchange Commission and in the Offer to Purchase.
Consequently, all forward-looking statements in this release are
qualified by the factors, risks and uncertainties contained
therein.
Contact
Jennifer Pasquino
SVP Investor Relations
Builders FirstSource, Inc.
(303) 262-8571
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