Item 1.02 Termination of a Material Definitive Agreement.
In connection with the completion of the Merger, on
Also in connection with the completion of the Merger, as previously disclosed,
on
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
On the terms and subject to the conditions set forth in the Merger Agreement, at
the effective time of the Merger on
Each outstanding BMC stock option held by an individual who was, as of
immediately prior to the Effective Time, an employee or other service provider
of BMC or its subsidiaries became, at the Effective Time, an option to purchase,
on the same terms and conditions (including applicable vesting, exercise and
expiration provisions) applicable to each such BMC stock option as of
immediately prior to the Effective Time, shares of BLDR Common Stock, with the
number of shares subject to such option and the exercise price adjusted by the
Exchange Ratio. Each outstanding BMC stock option held by an individual who was
not, as of immediately prior to the Effective Time, an employee or other service
provider of BMC or its subsidiaries was cancelled and converted at the Effective
Time into the right to receive cash in an amount equal to the product of (i) the
number of shares of BMC Common Stock subject to such BMC stock option as of
immediately prior to the Effective Time and (ii) the excess, if any, of the
average closing market value of 1.3125 shares of BLDR Common Stock for the ten
trading days ending one trading day preceding
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference into this Item 2.01. The Merger Agreement is incorporated by reference to provide security holders with information regarding its terms. It is not intended to provide any other factual information about BMC, Builders FirstSource, or their respective subsidiaries or affiliates. The Merger Agreement contains representations, warranties, and covenants by each of the parties to the Merger Agreement. These representations, warranties, and covenants were made solely for the benefit of the other parties to the Merger Agreement, are subject to limitations agreed upon by the parties, and (i) are not intended to be treated as categorical statements of fact, but . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the completion of the Merger, on
Additionally, BMC intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
At the Effective Time, stockholders of BMC immediately prior to the completion of the Merger ceased to have any rights as stockholders of BMC other than the right to receive the merger consideration in accordance with the Merger Agreement. The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the completion of the Merger, a change in control of BMC occurred, and BMC became a direct, wholly-owned subsidiary of Builders FirstSource. The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As of the Effective Time, all of BMC's directors ceased serving as directors of
BMC. Pursuant to the Merger Agreement, from and after the Effective Time,
Messrs.
As previously disclosed, on
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the completion of the Merger, at the Effective Time, BMC's certificate of incorporation and bylaws were amended and restated in their entirety in accordance with the terms of the Merger Agreement. The foregoing description of BMC's third amended and restated certificate of incorporation and amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of BMC's third amended and restated certificate of incorporation and amended and restated bylaws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
(d) The following Exhibits are filed herewith.
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofAugust 26, 2020 , by and amongBMC Stock Holdings, Inc. , Builders FirstSource, Inc. andBoston Merger Sub I Inc. (incorporated by reference to Exhibit 2.1 to BMC's Current Report on Form 8-K filed with theSEC onAugust 27, 2020 ). 3.1 Third Amended and Restated Certificate of Incorporation ofBMC Stock Holdings, Inc. , effective as of the Effective Time. 3.2 Amended and Restated Bylaws ofBMC Stock Holdings, Inc. , effective as of the Effective Time. 10.1 Amended and Restated Employment Agreement, dated as ofAugust 26, 2020 , betweenDavid E. Flitman , Builders FirstSource, Inc., andBMC Stock Holdings, Inc. (incorporated by reference to Exhibit 10.1 to BMC's Current Report on Form 8-K filed with theSEC onAugust 27, 2020 ). 104 Cover Page Interactive Date File (embedded within the Inline XBRL document). * * *
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