Item 8.01 Other Events.
As previously disclosed, on August 26, 2020, Builders FirstSource, Inc., a
Delaware corporation ("Builders FirstSource"), entered into an Agreement and
Plan of Merger with BMC Stock Holdings, Inc., a Delaware corporation ("BMC"),
and Boston Merger Sub I Inc., a direct wholly owned subsidiary of Builders
FirstSource, pursuant to which Builders FirstSource and BMC will combine in an
all-stock merger transaction (the "Merger"). The consummation of the Merger is
subject to the satisfaction or waiver of certain conditions, including, among
others, the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act").
In connection with the proposed Merger, on September 10, 2020, Builders
FirstSource and BMC each filed a Notification and Report Form under the HSR Act
(each, an "HSR Notification") with the U.S. Department of Justice and the U.S.
Federal Trade Commission.
As part of the parties' continuing cooperation with the regulatory review, in
consultation with BMC, Builders FirstSource voluntarily withdrew its HSR
Notification on October 13, 2020, and re-filed its HSR Notification on
October 15, 2020 (the "Refiled Notification"). The waiting period under the HSR
Act with respect to the Refiled Notification currently is scheduled to expire on
November 16, 2020, unless extended by the issuance of a request for additional
information and documentary materials or terminated earlier. The parties
continue to expect the Merger to close in late 2020 or early 2021.
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 and 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 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,
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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 Builders FirstSource and BMC may
be unable to obtain governmental and regulatory approvals required for the
business combination, or that required governmental and regulatory approvals may
delay the business combination or result in the imposition of conditions that
could reduce the anticipated benefits from the proposed business combination or
cause the parties to abandon the proposed business combination; 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.
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
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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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