Item 8.01 Other Events.
On December 7, 2020, BMC Stock Holdings, Inc., a Delaware corporation ("BMC"),
caused to be issued a conditional notice of redemption for all of the
outstanding 5.50% Senior Secured Notes due 2024 (the "Notes") issued by BMC
East, LLC (the "Notes Issuer") providing that the Notes Issuer intends to
conditionally redeem all outstanding aggregate principal amount of the Notes on
January 4, 2021 (the "Redemption Date"). The redemption price is equal to
102.750% of the principal amount of the Notes being redeemed, plus accrued and
unpaid interest, if any, thereon to, but excluding, the Redemption Date.
The redemption of the Notes on the Redemption Date is conditioned on the
completion of the previously announced merger of Boston Merger Sub I Inc., a
wholly owned subsidiary of Builders FirstSource, Inc., a Delaware corporation
("Builders FirstSource"), with and into BMC, with BMC surviving the merger as a
wholly-owned subsidiary of Builders FirstSource (the "Merger"), pursuant to that
certain Agreement and Plan of Merger, dated as of August 26, 2020, by and among
Builders FirstSource, BMC and Boston Merger Sub I Inc. (the "Redemption
Condition"). In BMC's discretion, the Redemption Date may be delayed until such
time as the Redemption Condition shall be satisfied (or waived by BMC in its
sole discretion) or the redemption may not occur and the notice of redemption
may be rescinded in the event that the Redemption Condition is not satisfied (or
waived by BMC in its sole discretion) by the Redemption Date or by the
Redemption Date as so delayed. The completion of the Merger is subject to a
number of conditions. As a result, there can be no assurance that the redemption
will occur on the Redemption Date or at all.
This Current Report on Form 8-K does not constitute a notice of redemption of
the Notes.
* * *
Cautionary Notice Regarding Forward-Looking Statements
This report, in addition to historical information, contains "forward-looking
statements" (as defined in the Private Securities Litigation Reform Act of 1995)
regarding, among other things, future events or the future financial performance
of BMC Stock Holdings, Inc. ("BMC") and Builders FirstSource, Inc. ("Builders
FirstSource"). Words such as "may," "will," "should," "plans," "estimates,"
"predicts," "potential," "anticipate," "expect," "project," "intend," "believe,"
or the negative of these terms, and words and terms of similar substance used in
connection with any discussion of future plans, actions or events identify
forward-looking statements. Any forward-looking statements involve risks and
uncertainties that are difficult to predict or quantify, and such risks and
uncertainties 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 novel coronavirus disease 2019 (also known as
"COVID-19") pandemic and its impact on the business operations of BMC and
Builders FirstSource and on local, national and global economies, the growth
strategies of BMC and Builders FirstSource, fluctuations of commodity prices and
prices of the products of BMC and Builders FirstSource as a result of national
and international economic and other conditions, or the significant dependence
of both companies' revenues and operating results on, among other things, the
state of the homebuilding industry and repair and remodeling activity, lumber
prices and the economy. Neither BMC nor Builders FirstSource may succeed in
addressing these and other risks or uncertainties.
Forward-looking statements relating to the proposed business combination between
BMC and Builders FirstSource include, but are not limited to: statements about
the benefits of the proposed business combination between BMC and Builders
FirstSource, including future financial and operating results; the plans,
objectives, expectations and intentions of BMC and Builders FirstSource; the
expected timing of completion of the proposed business combination; and other
statements relating to the proposed merger that are not historical facts.
Forward-looking statements are based on information currently available to BMC
and Builders FirstSource and involve estimates, expectations and projections.
Investors are cautioned that all such forward-looking statements are subject to
risks and uncertainties, and important factors could cause actual events or
results to differ materially from those indicated by such forward-looking
statements. With respect to the proposed business combination between BMC and
Builders FirstSource, these factors could include, but are not limited to: the
risk that a condition to closing of the business combination may not be
satisfied, including as a result of the failure to obtain approval of
stockholders of BMC and Builders FirstSource on the expected terms and schedule
or at all; the length of time necessary to consummate the proposed business
combination, which may be longer than anticipated for various reasons; the risk
that the businesses will not be integrated successfully; the risk that the cost
savings, synergies and growth from the proposed business combination may not be
fully realized or may take longer to realize than expected; the assumptions on
which the parties' estimates of future results of the combined business have
been based may prove to be incorrect in a number of material ways, which could
result in an inability to realize the expected benefits of the proposed business
combination or exposure to material liabilities; the diversion of management
time on issues related to the business combination; the effect of future
regulatory or legislative actions on the companies or the industries in which
they operate; the risk that the credit ratings of the combined company may be
different from what the parties expect; economic and foreign exchange rate
volatility; changes in
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the general economic environment, or social or political conditions, that could
affect the businesses; the potential effect of the announcement or consummation
of the proposed business combination on relationships with customers, suppliers,
competitors, lenders, landlords, management and other employees; the ability to
attract new customers and retain existing customers in the manner anticipated or
at all; the ability to hire and retain key personnel; reliance on and
integration of information technology systems; the risks associated with
assumptions the parties make in connection with the parties' critical accounting
estimates and legal proceedings; certain restrictions during the pendency of the
business combination that may affect the ability of BMC and Builders FirstSource
to pursue certain business opportunities or strategic transactions; and the
potential of international unrest, economic downturn or effects of anticipated
tax rates, raw material costs or availability, benefit or retirement plan costs,
or other regulatory compliance costs.
Additional information concerning other risk factors pertaining to BMC and
Builders FirstSource is also contained in the parties' respective most recently
filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and other information filed with the Securities and
Exchange Commission (the "SEC"). Many of these risks and uncertainties are
beyond BMC's or Builders FirstSource's ability to control or predict. Because of
these risks and uncertainties, you should not place undue reliance on these
forward-looking statements. It is not possible to anticipate or foresee all
risks and uncertainties, and investors should not consider any list of risks and
uncertainties to be exhaustive or complete. Furthermore, neither BMC nor
Builders FirstSource undertakes any obligation to update publicly or revise any
forward-looking statements to reflect events or circumstances that may arise
after the date of this report. Nothing in this report is intended, or is to be
construed, as a profit forecast or to be interpreted to mean that the earnings
per share of the common stock of BMC or of the common stock of Builders
FirstSource for the current or any future financial years, or the earnings per
share of the common stock of the combined company, will necessarily match or
exceed the historical published earnings per share of the common stock of BMC or
Builders FirstSource, as applicable. Annualized, pro forma, projected and
estimated numbers are used for illustrative purpose only, are not forecasts and
may not reflect actual results. All subsequent written and oral forward-looking
statements concerning BMC, Builders FirstSource, the proposed business
combination, the combined company or other matters and attributable to BMC,
Builders FirstSource or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Additional Information and Where to Find It
In connection with the proposed business combination, Builders FirstSource
previously filed with the SEC a registration statement on Form S-4 (the
"Registration Statement") that includes a prospectus with respect to the shares
of common stock to be issued by Builders FirstSource in the business combination
and a joint proxy statement for BMC's and Builders FirstSource's respective
stockholders (the "Joint Proxy Statement"). This Registration Statement was
declared effective on November 18, 2020. Each of BMC and Builders FirstSource
commenced mailing the definitive Joint Proxy Statement to its stockholders on or
about November 18, 2020 and may file other documents regarding the business
combination with the SEC. This report is not a substitute for the Registration
Statement, the definitive Joint Proxy Statement, or any other document that BMC
or Builders FirstSource may send to its stockholders in connection with the
proposed business combination. This report is for informational purposes only
and does not constitute, or form a part of, an offer to sell or the solicitation
of an offer to sell or an offer to buy or the solicitation of an offer to buy
any securities, and there shall be no sale of securities, in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, and
otherwise in accordance with applicable law. INVESTORS AND SECURITY HOLDERS OF
BMC AND BUILDERS FIRSTSOURCE ARE URGED TO READ THE REGISTRATION STATEMENT, THE
DEFINITIVE JOINT PROXY STATEMENT, AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT BMC, BUILDERS FIRSTSOURCE, THE PROPOSED BUSINESS
COMBINATION AND RELATED MATTERS. Investors and security holders of BMC and
Builders FirstSource may obtain free copies of the Registration Statement, the
definitive Joint Proxy Statement, and other documents (including any amendments
or supplements thereto) containing important information about BMC and Builders
FirstSource filed with the SEC, through the website maintained by the SEC at
www.sec.gov. BMC and Builders FirstSource make available free of charge at
ir.buildwithbmc.com and investors.bldr.com, respectively, copies of materials
they file with, or furnish to, the SEC.
Participants in the Solicitation
BMC, Builders FirstSource, and their respective directors, executive officers,
and other members of management and employees may be deemed to be participants
in the solicitation of proxies from the stockholders of BMC and Builders
FirstSource in connection with the proposed business combination.
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The identity of BMC's directors and executive officers and their ownership of
BMC's common stock is set forth in BMC's Annual Report on Form 10-K for the
fiscal year ended December 31, 2019, which was filed with the SEC on
February 27, 2020, and its proxy statement for its 2020 Annual Meeting of
Stockholders, which was filed with the SEC on March 27, 2020.
The identity of Builders FirstSource's directors and executive officers and
their ownership of the common stock of Builders FirstSource is set forth in
Builders FirstSource's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, which was filed with the SEC on February 21, 2020, and its
proxy statement for its 2020 Annual Meeting of Stockholders, which was filed
with the SEC on April 28, 2020.
Investors may obtain additional information regarding the interest of such
participants and a description of their direct and indirect interests, by
security holdings or otherwise, by reading the Registration Statement, the Joint
Proxy Statement, and other materials filed with the SEC in connection with the
proposed business combination when they become available. You may obtain these
documents free of charge through the website maintained by the SEC at
www.sec.gov and from the websites of BMC or Builders FirstSource as described
above.
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