Item 8.01 Other Events.
On November 16, 2020, Builders FirstSource, Inc., a Delaware corporation
("Builders FirstSource"), and BMC Stock Holdings, Inc., a Delaware corporation
("BMC"), issued a joint press release announcing the termination on November 13,
2020, of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), in connection with the previously
announced combination of Builders FirstSource and BMC in an all-stock merger
transaction (the "Merger"). The termination of the waiting period under the HSR
Act satisfies one of the conditions to the completion of the Merger, which
remains subject to the satisfaction or waiver of certain other conditions.
Builders FirstSource and BMC also announced that they each intend to hold a
special meeting of stockholders on December 22, 2020, to consider and vote on
various proposals necessary to complete the Merger, and their respective boards
of directors have each fixed the close of business on November 13, 2020, as the
record date for determining the holders of record of common stock entitled to
notice of, and to vote at, the applicable special meeting. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated into this Item
8.01 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed as part of this Current Report:
Exhibit
Number Description
99.1 Joint Press Release, dated November 16, 2020
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
* * *
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 Builders FirstSource, Inc. ("Builders FirstSource") and BMC Stock Holdings,
Inc. ("BMC"). 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 Builders
FirstSource and BMC and on local, national and global economies, the growth
strategies of Builders FirstSource and BMC, fluctuations of commodity prices
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and prices of the products of Builders FirstSource and BMC 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 Builders FirstSource nor BMC
may succeed in addressing these and other risks or uncertainties.
Forward-looking statements relating to the proposed business combination between
Builders FirstSource and BMC include, but are not limited to: statements about
the benefits of the proposed business combination between Builders FirstSource
and BMC, including future financial and operating results; the plans,
objectives, expectations and intentions of Builders FirstSource and BMC; 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
Builders FirstSource and BMC 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 Builders FirstSource and BMC, 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 Builders FirstSource and BMC 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 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 Builders FirstSource and BMC 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 Builders
FirstSource and BMC 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 Builders FirstSource's or BMC'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 Builders
FirstSource nor BMC 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 Builders FirstSource or of the common stock of
BMC 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 Builders
FirstSource or BMC, 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 Builders FirstSource, BMC, the proposed business
combination, the combined company or other matters and attributable to Builders
FirstSource, BMC or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above.
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Additional Information and Where to Find It
In connection with the proposed business combination, Builders FirstSource filed
with the SEC on October 8, 2020, 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 Builders FirstSource's and BMC's respective
stockholders (the "Joint Proxy Statement"). This Registration Statement has not
yet been declared effective and the Joint Proxy Statement included therein is in
preliminary form. Each of Builders FirstSource and BMC will send the definitive
Joint Proxy Statement to its stockholders and may file other documents regarding
the business combination with the SEC. This report is not a substitute for the
Registration Statement, the Joint Proxy Statement, or any other document that
Builders FirstSource or BMC 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
BUILDERS FIRSTSOURCE AND BMC ARE URGED TO READ THE REGISTRATION STATEMENT, THE
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 BUILDERS FIRSTSOURCE, BMC, THE PROPOSED BUSINESS
COMBINATION AND RELATED MATTERS. Investors and security holders of Builders
FirstSource and BMC may obtain free copies of the Registration Statement, the
Joint Proxy Statement, and other documents (including any amendments or
supplements thereto) containing important information about Builders FirstSource
and BMC filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Builders FirstSource and BMC make available free of charge at
investors.bldr.com and ir.buildwithbmc.com, respectively, copies of materials
they file with, or furnish to, the SEC.
Participants in the Solicitation
Builders FirstSource, BMC, 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 Builders FirstSource and
BMC in connection with the proposed business combination.
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.
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.
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 Builders FirstSource or BMC as described
above.
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