Builders FirstSource, Inc. Announces Final Results and Expiration of Its Modified Dutch Auction Tender Offer
October 13 2016 - 9:00AM
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 final results
and expiration of its previously announced cash tender offer to
purchase (the “Tender Offer”) up to $50 million 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. The clearing price, determined in accordance with the
Offer to Purchase, is $1,170 per $1,000 principal amount of
tendered Notes. The Company will also pay accrued and unpaid
interest, subject to the terms and conditions set forth in the
Offer to Purchase, from September 1, 2016 to but excluding the date
of settlement of the Tender Offer.
The table below sets forth the final results of the Tender
Offer, according to information provided by the tender agent, as of
11:59 P.M., New York City time, on October 12, 2016 (the
“Expiration Time”):
Title of Notes |
Aggregate Principal Amount
Outstanding(in millions) |
PrincipalAmount
of Notes Tendered (in
millions) |
PrincipalAmount
of Notes Accepted (in
millions) |
Clearing
Price(per $1,000 principal
amount) |
10.75% Senior Notes due
2023 |
$ |
418 |
|
$ |
157 |
|
$ |
50 |
|
$ |
1,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximately $157 million aggregate principal amount of the
Notes were validly tendered prior to the Expiration Time. $50
million aggregate principal amount of such validly tendered Notes
were accepted for purchase pursuant to the proration procedures
described in the Offer to Purchase. Notes tendered and not accepted
for purchase will be promptly returned or credited to the
applicable holder’s account.
This transaction will reduce the Company’s go forward cash
interest by approximately $5 million, to approximately $134 million
annually. The transaction was funded by the Company with a
combination of cash generated from operations as well as short-term
borrowing on the revolving credit facility.
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 was made solely pursuant to the Offer to
Purchase and related documents. In any jurisdiction in which the
securities laws or blue sky laws required the Tender Offer to be
made by a licensed broker or dealer, the Tender Offer was 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 one of
the largest suppliers 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 399 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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