Builders FirstSource, Inc. (the “Company”)
(Nasdaq: BLDR) today announced that it has commenced an offer to
exchange up to $400 million aggregate principal amount of its
5.625% Senior Secured Notes due 2024 (the "Old Notes") on a
par-for-par basis for eligible holders who tender prior to the
Early Tender Time, and for $950 per $1,000 principal amount for
eligible holders who tender after the Early Tender Time but prior
to the Expiration Time. In exchange, eligible holders will receive
newly issued 6.625% Senior Secured Notes due 2027 (the “New
Notes”), upon the terms and conditions set forth in the
Confidential Offering Circular dated March 5, 2019 (the "Exchange
Offer").
In order to be eligible to receive $1,000 principal amount of
New Notes per $1,000 principal amount of Old Notes, Old Notes must
be tendered prior to 5:00 p.m., New York City time, on March 18,
2019 (the "Early Tender Time”).
The primary purpose of the Exchange Offer is to extend the
maturity of existing debt obligations associated with the Old Notes
during a time of favorable market conditions. The New Notes
will be secured by the same collateral as the Company’s senior
secured credit facilities and existing notes. The New Notes
will rank pari passu with such facilities and remaining Old Notes
as to such collateral. Other than the changes relating to
tenor and coupon, the terms of the New Notes are substantially
similar to those of the Old Notes.
The Exchange Offer is conditioned upon a minimum issuance of
$200 million aggregate principal amount of New Notes.
Eligible holders that validly tender Old Notes in the Exchange
Offer will also receive accrued and unpaid interest in cash on the
exchanged Old Notes from the last interest payment date to, but not
including, the applicable settlement date for the Exchange
Offer. Interest on the New Notes will accrue from the date of
first issuance of the New Notes. The initial settlement date
for the Exchange Offer is expected to occur promptly after the
Early Tender Time.
The Exchange Offer will expire at 11:59 p.m., New York City
time, on April 1, 2019 (the “Expiration Time”). Tendered Old Notes
may be validly withdrawn at any time prior to 5:00 p.m., New York
City time, on March 18, 2019, but not thereafter.
Available Documents and Other Details
Documents relating to the Exchange Offer for the Old Notes
(CUSIP Nos. 12008RAJ6 / U08985AE0) will only be distributed to
eligible holders of Old Notes who complete and return an
eligibility form confirming that they are either a "qualified
institutional buyer" under Rule 144A of the Securities Act (as
defined below) or not a "U.S. person" under Regulation S for
purposes of applicable securities laws. Noteholders who desire to
complete an eligibility form should [either visit the website for
this purpose at http://www.dfking.com/bldr or] request instructions
by sending an e-mail to bldr@dfking.com or calling D. F. King &
Co., Inc., the information agent for the Exchange Offer, at (888)
887-1266 (U.S. Toll-free) or (212) 269-5550 (Collect).
The New Notes will not be registered under the Securities Act of
1933, as amended (the “Securities Act”), or any other applicable
securities laws and, unless so registered, the New Notes may not be
offered, sold, pledged or otherwise transferred within the United
States or to or for the account of any U.S. person, except pursuant
to an exemption from the registration requirements thereof.
Accordingly, the New Notes are being offered and issued only (i) to
persons reasonably believed to be “qualified institutional buyers”
(as defined in Rule 144A under the Securities Act) and (ii) to
non-“U.S. persons” who are outside the United States (as defined in
Regulation S under the Securities Act). Non U.S.-persons may also
be subject to additional eligibility criteria.
The complete terms and conditions of the Exchange Offer are set
forth in the informational documents relating to the Exchange
Offer. This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the New Notes. The Exchange Offer is only being made pursuant
to the Confidential Offering Circular and the related letter of
transmittal. The Exchange Offer is not being made to holders
of Old Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.
Cautionary Notice
Statements in this news release and the schedules hereto 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, 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. In addition, oral statements made by
our directors, officers and employees to the investor and analyst
communities, media representatives and others, depending upon their
nature, may also constitute forward-looking statements. As with the
forward-looking statements included in this release, these
forward-looking statements are by nature inherently uncertain, and
actual results may differ materially as a result of many factors.
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. Factors that could cause such differences in
future results include, but are not limited to, the risks described
in the Confidential Offering Circular related to the Exchange
Offer. Consequently, all forward-looking statements in this release
are qualified by the factors, risks and uncertainties contained
therein.
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource is the
largest U.S supplier of building products, prefabricated
components, and value-added services to the professional market
segment for new residential construction and repair and remodeling.
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 39 states
with approximately 400 locations and have a market presence in 75
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 (some 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.
Contact:Binit SanghviVP Investor
Relations
Builders
FirstSource, Inc.(214) 765-3804
Builders First Source (NASDAQ:BLDR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Builders First Source (NASDAQ:BLDR)
Historical Stock Chart
From Apr 2023 to Apr 2024