Attached files
file | filename |
---|---|
8-K - FORM 8-K - Builders FirstSource, Inc. | d70750e8vk.htm |
EX-4.1 - EX-4.1 - Builders FirstSource, Inc. | d70750exv4w1.htm |
EX-10.1 - EX-10.1 - Builders FirstSource, Inc. | d70750exv10w1.htm |
EX-10.2 - EX-10.2 - Builders FirstSource, Inc. | d70750exv10w2.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Builders FirstSource Announces Completion of Rights Offering for Common Stock and
Debt Exchange for Second Priority Senior Secured Floating Rate Notes due 2012
Debt Exchange for Second Priority Senior Secured Floating Rate Notes due 2012
January 22, 2010 (Dallas, TX): Builders FirstSource, Inc. (NasdaqGS: BLDR), a leading supplier and
manufacturer of structural and related building products for residential new construction in the
United States, today announced the completion of its common stock rights offering and debt exchange
for its outstanding Second Priority Senior Secured Floating Rate Notes due 2012 (the 2012 notes).
Floyd Sherman, the Companys Chief Executive Officer, said We are very pleased with the results of
our rights offering and debt exchange. 88% of the shares made available in the rights offering were
subscribed for, demonstrating our shareholders commitment to the future of our Company. Not only
did these transactions provide us with substantial additional cash to fund operations, but they
enabled us to reduce our debt by $130 million and extend the maturity of most of our remaining debt
until 2016. Our cash position upon closing, net of estimated transaction costs, is approximately
$142 million. This cash position excludes a tax refund of $32-34 million that we expect to receive
in the second quarter of 2010. I believe these transactions give us one of the strongest balance
sheets in the industry and will be viewed very favorably by our customers, suppliers and
employees.
The Company raised $180.1 million of new equity capital in the rights offering, which provided
stockholders the opportunity to purchase common stock at a price of $3.50 per share. The Company
will use $75 million of the proceeds from the rights offering for general corporate purposes and to
pay the expenses of the rights offering and the debt exchange. The remaining $105.1 million of
proceeds was used to repurchase a portion of the 2012 notes in the debt exchange.
In the debt exchange, holders of the 2012 notes exchanged, at par, $269.8 million aggregate
principal amount of 2012 notes for (i) $139.7 million aggregate principal amount of new notes with
an interest rate of LIBOR (subject to a 3.0% floor) plus 1000 basis points that will mature in 2016
(the 2016 notes), (ii) $105.1 million in cash from the proceeds of the rights offering, and (iii)
7,112,244 shares of the Companys common stock. As a result of the debt exchange, the Company
reduced its indebtedness by $130.0 million and extended the maturity of $139.7 million of
indebtedness until 2016.
Upon closing of the rights offering and debt exchange, the Companys funded debt was $165.0
million, of which $20.0 million consisted of outstanding borrowings under our senior secured
revolving credit facility, $139.7 million was indebtedness under our 2016 notes, and $5.3 million
was indebtedness under our remaining 2012 notes. The Company currently has 94,918,918 shares of
common stock outstanding.
JLL Partners Fund V, L.P. (JLL) and Warburg Pincus Private Equity IX, L.P. (Warburg Pincus),
which beneficially owned approximately 24.6% and 24.9%, respectively, of the Companys common stock
prior to the transactions, collectively invested $90 million in the Company by each indirectly
purchasing 12,857,143 shares of common stock in the rights offering. In addition, JLL and Warburg
each indirectly acquired 2,534,889.5 shares of common stock as part of the consideration for their
tender of 2012 notes in the debt exchange. As a result, JLL and Warburg now beneficially own
approximately 25.6% and 25.8% of the Companys outstanding common stock, respectively. Evercore
Partners acted as financial advisor to JLL and Warburg Pincus in connection with the rights
offering and debt exchange.
Mr. Sherman further commented, We really appreciate the continued support of JLL and Warburg
Pincus, their substantial investment in the future of our Company and their demonstrated faith in
our management team.
Paul Levy, the Companys Chairman of the Board, said We believe the Companys management team has
done an excellent job in managing through the current industry conditions. We expect that the
Company will emerge from this downturn as an aggressive, well-capitalized competitor able to take
full advantage of improved market conditions.
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource is a leading supplier and manufacturer of
structural and related building products for residential new construction. The company operates in
9 states, principally in the southern and eastern United States, and has 55 distribution centers
and 51 manufacturing facilities, many of which are located on the same premises as our distribution
facilities. Manufacturing facilities include plants that manufacture roof and floor trusses, wall
panels, stairs, aluminum and vinyl windows, custom millwork and pre-hung doors. Builders
FirstSource also distributes windows, interior and exterior doors, dimensional lumber and lumber
sheet goods, millwork and other building products. For more information about Builders FirstSource,
visit the Companys web site at www.bldr.com.
Cautionary Notice
Statements in this news release which are not purely historical facts or which necessarily depend
upon future events, including 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. All forward-looking statements are based upon
information available to Builders FirstSource on the date this release was submitted. Builders
FirstSource 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. Builders FirstSource, Inc. may
not succeed in addressing these and other risks. Further information regarding factors that could
affect our financial and other results can be found in the
risk factors section of our most recent annual report on Form 10-K filed with the Securities and
Exchange Commission. Consequently, all forward-looking statements in this release are qualified by
the factors, risks and uncertainties contained therein.
Contact:
M. Chad Crow
Senior Vice President and Chief Financial Officer
Builders FirstSource, Inc.
(214) 880-3585
M. Chad Crow
Senior Vice President and Chief Financial Officer
Builders FirstSource, Inc.
(214) 880-3585