Builders FirstSource, Inc. (Form: 8-K, Received: 01/04/2021 08:21:44)

BUILDERS FIRSTSOURCE, INC.

Dated: January 4, 2021

/s/ Peter Jackson

Peter Jackson

Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2020

BUILDERS FIRSTSOURCE, INC.

(Exact Name of Registrant as Specified in its Charter)

0-51357

Delaware

52-2084569

(Commission

File Number)

(State or Other Jurisdiction

of Incorporation)

(IRS Employer

Identification No.)

2001 Bryan Street, Suite 1600, Dallas, Texas 75201

(Address of Principal Executive Offices)

(214) 880-3500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common stock, par value $0.01 per share

BLDR

NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

The information set forth in Item 2.04 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 1.02.

Termination of a Material Definitive Agreement.

The information set forth in Item 2.04 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On January 1, 2021, Builders FirstSource, Inc., a Delaware corporation (“Builders FirstSource”), completed its previously announced all stock merger transaction with BMC Stock Holdings, Inc., a Delaware corporation (“BMC”), pursuant to the Agreement and Plan of Merger, dated as of August 26, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among Builders FirstSource, Boston Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Builders FirstSource (“Merger Sub”), and BMC. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger on January 1, 2021 (the “Effective Time”), Merger Sub merged with and into BMC, with BMC continuing as the surviving corporation and a wholly owned subsidiary of Builders FirstSource (the “Merger”).

On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each issued and outstanding share of the common stock, par value $0.01 per share, of BMC (the “BMC Common Stock”) was automatically converted into the right to receive 1.3125 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of Builders FirstSource (the “BLDR Common Stock”). No fractional shares of BLDR Common Stock were issued in the Merger, and holders of shares of BMC Common Stock are entitled to receive cash in lieu of any such fractional shares.

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 January 1, 2021, over the applicable exercise price per share of such BMC stock option, subject to applicable withholding taxes. Each outstanding BMC time-based and performance-based restricted stock unit vested at the Effective Time and settled in a number of shares of BLDR Common Stock equal to the number of shares of BMC Common Stock otherwise issuable upon settlement of such BMC restricted stock unit (assuming target level of performance for performance-based awards), multiplied by the Exchange Ratio, and subject to applicable withholding taxes.

The issuance of the shares of BLDR Common Stock as consideration in the Merger as described above was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the registration statement on Form S-4 (File No. 333-249376), filed with the SEC by Builders FirstSource and declared effective on November 18, 2020. The joint proxy statement/prospectus, dated November 18, 2020, included in the registration statement contains additional information about the above-described transactions.

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 is incorporated by reference into this Item 2.01. A copy of the press release announcing the completion of the Merger is filed as Exhibit 99.1 to this Current Report and incorporated herein by reference.

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 Builders FirstSource or any of its subsidiaries or affiliates, including BMC. 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 rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii) may be subject to standards of materiality applicable to the parties that differ from what might be viewed as material to stockholders, and (iii) were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement. Accordingly, security holders should not rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of Builders FirstSource or any other party to the Merger Agreement. Moreover, information concerning the subject matter of representations and warranties may have changed after the date of the Merger Agreement, and such subsequent information may or may not be fully reflected in Builders FirstSource’s public disclosures.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 2.04 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 2.04.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

In connection with the completion of the Merger, on December 7, 2020, 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”) under the Indenture, dated as of September 15, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Indenture”), among the Notes Issuer, the guarantors party thereto from time to time, and Wilmington Trust, National Association, as trustee and notes collateral agent, governing the Notes, providing that the Notes Issuer intended to conditionally redeem all outstanding aggregate principal amount of the Notes on January 4, 2021, subject to and conditioned upon the completion of the Merger. On January 4, 2021, following deposit of the redemption amount and other applicable amounts with the trustee, the obligations of BMC and the Notes Issuer under the Indenture and the Notes will be paid in full and terminated.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

Resignations and Appointment of Directors

As contemplated by the Merger Agreement, at the Effective Time, the size of the Board of Directors of Builders FirstSource (the “Board”) was increased to consist of twelve directors. Each of David A. Barr, M. Chad Crow, and Janice L. Davis resigned from the Board and from all committees of the Board of which such individual was a member, effective as of immediately prior to the Effective Time, but conditioned on, and subject to, consummation of the Merger.

Effective as of the Effective Time, the Board consists of twelve directors: (i) seven directors designated by Builders FirstSource (the “BLDR Designees”), and (ii) five directors designated by BMC (the “BMC Designees”). The BLDR Designees are Paul S. Levy, who will serve as Chairman of the Board, Daniel Agroskin, Cleveland A. Christophe, W. Bradley Hayes, Brett N. Milgrim, Floyd F. Sherman, and Craig A. Steinke. The BMC Designees are David E. Flitman, Mark Alexander, Cory J. Boydston, David W. Bullock, and James O’Leary.

The members of the Board have been appointed to the following classes, as of the Effective Time: Cleveland A. Christophe, David E. Flitman, W. Bradley Hayes, and Brett N. Milgrim serve in Class I of the Board; Daniel Agroskin, Mark Alexander, David W. Bullock, and Floyd F. Sherman serve in Class II of the Board; and Paul S. Levy, Cory J. Boydston, James O’Leary, and Craig A. Steinke serve in Class III of the Board.

The composition of the standing committees of the Board, as of the Effective Time, are as follows: (i) the Audit Committee of the Board consists of Mark Alexander, Cory J. Boydston, W. Bradley Hayes, and Craig A. Steinke, with W. Bradley Hayes as the chairman of the committee; (ii) the Nominating and Corporate Governance Committee of the Board consists of David W. Bullock, Cleveland A. Christophe, and Craig A. Steinke, with Craig A. Steinke as the chairman of the committee; and (iii) the Compensation Committee of the Board consists of Daniel Agroskin, Cleveland A. Christophe, Brett N. Milgrim, and James O’Leary, with Cleveland A. Christophe as the chairman of the committee.

Cory J. Boydston is the Chief Financial Officer of Ashton Woods Homes, a homebuilder headquartered in Atlanta, Georgia and a customer of Builders FirstSource. Ashton Woods Homes purchases building materials from Builders FirstSource from time to time in the ordinary course of business pursuant to pricing arrangements determined in local markets in connection with competitive bid processes involving other third parties. Activity associated with those transactions was not significant in 2020. Other than pursuant to the Merger Agreement and the previously disclosed Flitman Employment Agreement (as defined below), Builders FirstSource is not aware of any transactions involving the BMC Designees that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than pursuant to the Merger Agreement and the Flitman Employment Agreement, there are no arrangements or understandings between any of the BMC Designees and any other persons pursuant to which a BMC Designee was selected as a director of Builders FirstSource.

Under Builders FirstSource’s Amended and Restated Director Compensation Policy (the “Policy”) effective January 15, 2021, eligible directors will receive an annual cash retainer of $100,000 and an annual grant of restricted stock units with a value of $150,000. Committee members will also receive a fee of $5,000 per year. Eligible directors may elect to receive shares of BLDR Common Stock in lieu of any cash fees accrued under the Policy. As eligible directors, the BMC Designees (excluding David E. Flitman) will receive compensation under the Policy beginning on January 15, 2021.

In connection with their appointment to the Board, the BMC Designees will enter into indemnification agreements with Builders FirstSource, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Resignation & Appointment of Officers

In connection with the Merger and effective at the Effective Time, Mr. M. Chad Crow, the current Chief Executive Officer of Builders FirstSource, ceased to serve as President of Builders FirstSource, and, pursuant to the previously disclosed Flitman Employment Agreement, Mr. David E. Flitman was appointed President of Builders FirstSource. Effective on the ninety-first (91st) day following the Effective Time and following the retirement of Mr. Crow as Chief Executive Officer of Builders FirstSource, Mr. Flitman will also be appointed to serve as the Chief Executive Officer of Builders FirstSource.

In connection with the Merger and effective prior to the Effective Time, as previously announced, Mr. Donald F. McAleenan resigned as Senior Vice President, General Counsel, and Secretary of Builders FirstSource. Mr. McAleenan remains an employee of Builders FirstSource.

In connection with the Merger and effective at the Effective Time, Mr. David E. Rush, the current Senior Vice President & Chief Operating Officer – East of Builders FirstSource, was elected by the Board to serve as the Executive Vice President – Integration of Builder FirstSource and will cease to serve as Senior Vice President & Chief Operating Officer – East.

In connection with the Merger and effective at the Effective Time, Mr. Scott Robins, the current Senior Vice President & Chief Operating Officer – West of Builders FirstSource, was elected by the Board to serve as the President – West Division of Builder FirstSource and will cease to serve as Senior Vice President & Chief Operating Officer – West.

In connection with the Merger and effective at the Effective Time, Mr. Peter Jackson, the current Senior Vice President and Chief Financial Officer of Builders FirstSource, was elected by the Board to serve as the Executive Vice President and Chief Financial Officer of Builder FirstSource.

Employment Agreements

David E. Flitman

As previously disclosed, on August 26, 2020, in connection with the parties’ entrance into the Merger Agreement, Builders FirstSource entered into an amended and restated employment agreement with Mr. Flitman (the “Flitman Employment Agreement”). The Flitman Employment Agreement became effective at the Effective Time on January 1, 2021.

The foregoing description of the Flitman Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Flitman Employment Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

David E. Rush

In connection with Mr. Rush’s appointment as Executive Vice President – Integration, Builders FirstSource entered into an Amended and Restated Employment Agreement with Mr. Rush, effective at the Effective Time (the “Rush Employment Agreement”). The material terms of the Rush Employment Agreement are as follows:

•

The term of the Rush Employment Agreement shall commence as of the Effective Time and end on the second anniversary of the Effective Time, and thereafter shall automatically renew on a month-to-month basis for up to one year as necessary to complete the integration of the Merger. After the second anniversary of the Effective Time, either party may give thirty days’ notice of his or its intent to end the term at the next monthly renewal date.

•

Mr. Rush’s initial base salary shall be $525,000, subject to annual review (but may not be decreased).

•

Mr. Rush will be eligible to earn a target cash bonus of $1,500,000 during the term of the Rush Employment Agreement based on realized run rate achievements agreed to by the parties. Mr. Rush’s maximum cash bonus potential is $1,800,000.

•

Mr. Rush will be eligible to earn a target restricted stock unit award of $3,000,000 (the “Integration RSUs”) during the term of the Rush Employment Agreement based on realized run rate achievements agreed to by the parties. One-half of the restricted stock units are time-based, vesting in two equal installments on the first and second anniversaries of the Effective Time. One-half of the restricted stock units are performance-based, based on the run rate achievements agreed to by the parties, as determined on the second anniversary of the Effective Time. Mr. Rush’s maximum time-based restricted stock unit award is $1,500,000 and maximum performance-based restricted stock unit award is $1,800,000.

•

Subject to his execution of a release, Mr. Rush will be entitled to certain post-termination payments and benefits in the event his employment is terminated without cause (as defined in the Rush Employment Agreement) or he resigns because of a material diminution of job title or responsibilities or a relocation of his principal place of employment more than 100 miles from its current location without his consent or in other qualifying circumstances set forth in the Rush Employment Agreement. Depending on the circumstances, these payments include payments and benefits of up to a maximum of (i) one year of base salary, (ii) one year of health and welfare benefits, (iii) an amount equal the average of his two most recent full-year annual bonus amounts, (iv) accelerated vesting of any time-based Integration RSUs, and (v) accelerated vesting of any Integration RSUs at target performance.

•

The Rush Employment Agreement includes confidentiality, 12-month post-termination non-competition, and 24-month post-termination non-solicitation covenants.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 31, 2020, Builders FirstSource amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of BLDR Common Stock from 200,000,000 shares of BLDR Common Stock to 300,000,000 shares of BLDR Common Stock, by replacing that reference to “200,000,000” in the first full paragraph of Article FOURTH of the Amended and Restated Certificate of Incorporation with “300,000,000.”

The foregoing description of the amendment to the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the amendment to the Amended and Restated Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed as part of this Current Report:


Exhibits Number		Description

2.1		Agreement and Plan of Merger, dated as of August 26, 2020, by and among Builders FirstSource, Inc., Boston Merger Sub I Inc., and BMC Stock Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Builders FirstSource’s Current Report on Form 8-K filed with the SEC on August 27, 2020, File No. 000-51357).

3.1		Amendment to Amended and Restated Certificate of Incorporation of Builders FirstSource, Inc.

10.1		Builders FirstSource, Inc. Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.13 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on May 26, 2005, File Number 333-122788).

10.2		Amended and Restated Employment Agreement, dated as of August 26, 2020, between David E. Flitman, Builders FirstSource, Inc., and BMC Stock Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Builders FirstSource’s Current Report on Form 8-K filed with the SEC on August 27, 2020, File No. 000-51357).

99.1		Press Release, dated January 4, 2021.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

BUILDERS FIRSTSOURCE, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

BUILDERS FIRSTSOURCE, INC., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:

FIRST: Clause (1) of Paragraph FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as set forth below:

FOURTH: (1) Authorized Capital Stock. The total number of shares of stock that the Corporation shall have authority to issue is 310,000,000, of which the Corporation shall have the authority to issue 300,000,000 shares of Common Stock, each having a par value of $0.01 per share, and 10,000,000 shares of Preferred Stock, each having a par value of $0.01 per share.

SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, Builders FirstSource, Inc. has caused this Certificate to be duly executed in its corporate name this 31^st day of December, 2020.


BUILDERS FIRSTSOURCE, INC.

By:	/s/ Donald F. McAleenan
	Name:	Donald F. McAleenan
	Title:	Senior Vice President, General Counsel
		and Secretary

[Signature Page to Certificate of Amendment to Builders FirstSource Charter]

Exhibit 99.1

LOGO

Builders FirstSource Completes Combination with BMC Stock Holdings

Creates the Nation’s Premier Supplier of Building Materials and Services

January 4, 2021 (Dallas, TX and Raleigh, NC) – Builders FirstSource, Inc. (Nasdaq: BLDR) (“Builders FirstSource” or the “combined Company”) and BMC Stock Holdings, Inc. (“BMC”), today announced the completion of their all-stock merger transaction.

The close of the merger creates the nation’s premier supplier of building materials and services, with combined sales of approximately $11.7 billion as of the twelve months ended September 30, 2020. The combined Company will operate a leading network of approximately 550 distribution and manufacturing locations, with a presence in 40 states, including 44 of the top 50 metropolitan statistical areas, covering most of the nation’s fastest growing regions.

Under the terms of the previously announced merger agreement, BMC shareholders received a fixed exchange ratio of 1.3125 shares of Builders FirstSource common stock for each share of BMC common stock held immediately prior to the effective time of the merger. The pre-closing Builders FirstSource shares remain outstanding and currently represent approximately 57% of the combined Company’s shares outstanding. The combined Company will operate under the name Builders FirstSource, Inc., and its shares will continue to trade on the NASDAQ under the symbol “BLDR”. As a result of the completion of the merger, the common stock of BMC has been delisted for trading on the NASDAQ.

Chad Crow, Chief Executive Officer of Builders FirstSource, commented, “We are extremely excited to move forward as one company that is even better positioned to offer enhanced value for shareholders, customers, and team members. Uniting our complementary assets and leveraging our combined geographic presence provides us with an expanded base to deliver our best-in-class solutions as the residential recovery continues. Looking ahead, I am confident that Dave Flitman will do an outstanding job leading our combined Company to build upon our proven track record of innovation, financial discipline, and superior execution. I look forward to working closely with our team to ensure a seamless transition as we enter the next chapter of our remarkable growth story.”

“The completion of this merger represents a transformational milestone for our customers and an exceptional platform to accelerate the growth of our value-added solutions,” added Dave Flitman, the former Chief Executive Officer of BMC, who will succeed Mr. Crow as the CEO of Builders FirstSource, Inc. “During the past several months, we have made significant strides in laying the foundation for a successful integration. Our combined leadership team will blend the best of both of these great companies and do an excellent job of leading our approximately 26,000 team members. I am humbled by, and grateful for, the opportunity to lead our new Company into this next phase and strongly believe we have the right talent, experience, and strategies in place to create the most exciting growth platform in our industry.”

As previously announced, beginning April 1, 2021, Mr. Flitman will become Chief Executive Officer of Builders FirstSource, and Mr. Crow will retire and remain available on a consulting basis to support the integration and to ensure an orderly transition.

About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource is the largest U.S. supplier of building products, prefabricated components, and value-added services to the professional market segment for new residential construction and repair and remodeling. We provide customers an integrated homebuilding solution, offering manufacturing, supply, delivery and installation of a full range of structural and related building products. We operate in 40 states with approximately 550 locations and have a market presence in 44 of the top 50 Metropolitan Statistical Areas, providing geographic diversity and balanced end market exposure. We service customers from strategically located distribution and manufacturing facilities (certain of which are co-located) that produce value-added products such as roof and floor trusses, wall panels, stairs, vinyl windows, custom millwork and pre-hung doors. Builders FirstSource also distributes dimensional lumber and lumber sheet goods, millwork, windows, interior and exterior doors, and other building products. For more information about Builders FirstSource, visit our website at www.bldr.com.

Cautionary Notice Regarding Forward-Looking Statements

This communication, 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”). 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 effect on the business operations of Builders FirstSource and on local, national, and global economies, the growth strategies of Builders FirstSource, fluctuations of commodity prices and prices of the products of Builders FirstSource as a result of national and international economic and other conditions, or the significant dependence of Builders FirstSource’s revenues and operating results on, among other things, the state of the homebuilding industry and repair and remodeling activity, lumber prices and the economy. Builders FirstSource may not succeed in addressing these and other risks or uncertainties.

Forward-looking statements are based on information currently available to 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 recently completed business combination between Builders FirstSource and BMC, these factors could include, but are not limited to: the risk that the businesses will not be integrated successfully; the risk that the cost savings, synergies, and growth from the business combination may not be fully realized or may take longer to realize than expected; the risk that Builders FirstSource will be unable to realize the expected benefits of the proposed business combination; the ability of Builders FirstSource to attract new customers and retain existing customers in the manner anticipated or at all; and the ability of Builders FirstSource to attract and retain key personnel. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the forward-looking statements contained herein. Other unknown or unpredictable factors could also have material adverse effects on Builders FirstSource’s future results.

Additional information concerning other risk factors pertaining to Builders FirstSource is also contained in its most recently filed Annual Report 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. Many of these risks and uncertainties are beyond 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. Furthermore, Builders FirstSource does not undertake any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication.

Contacts

Builders FirstSource Investors:

Michael Neese and Binit Sanghvi

Investor Relations

214-765-3804

Builders FirstSource Media:

ICR

Phil Denning and Dan McDermott

646-277-1258

BLDRPR@icrinc.com

Source: Builders FirstSource, Inc.