Builders FirstSource, Inc. Announces Exchange Offer for its Senior Secured Notes due 2024
In order to be eligible to receive
The primary purpose of the Exchange Offer is to extend the maturity of existing debt obligations associated with the Old Notes during a time of favorable market conditions. The New Notes will be secured by the same collateral as the Company’s senior secured credit facilities and existing notes. The New Notes will rank pari passu with such facilities and remaining Old Notes as to such collateral. Other than the changes relating to tenor and coupon, the terms of the New Notes are substantially similar to those of the Old Notes.
The Exchange Offer is conditioned upon a minimum issuance of
Eligible holders that validly tender Old Notes in the Exchange Offer will also receive accrued and unpaid interest in cash on the exchanged Old Notes from the last interest payment date to, but not including, the applicable settlement date for the Exchange Offer. Interest on the New Notes will accrue from the date of first issuance of the New Notes. The initial settlement date for the Exchange Offer is expected to occur promptly after the Early Tender Time.
The Exchange Offer will expire at
Available Documents and Other Details
Documents relating to the Exchange Offer for the Old Notes (CUSIP Nos. 12008RAJ6 / U08985AE0) will only be distributed to eligible holders of Old Notes who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A of the Securities Act (as defined below) or not a "U.S. person" under Regulation S for purposes of applicable securities laws. Noteholders who desire to complete an eligibility form should [either visit the website for this purpose at http://www.dfking.com/bldr or] request instructions by sending an e-mail to email@example.com or calling
The New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within
The complete terms and conditions of the Exchange Offer are set forth in the informational documents relating to the Exchange Offer. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Notes. The Exchange Offer is only being made pursuant to the Confidential Offering Circular and the related letter of transmittal. The Exchange Offer is not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Statements in this news release and the schedules hereto that are not purely historical facts or that necessarily depend upon future events, including statements about expected market share gains, forecasted financial performance or other 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. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. As with the forward-looking statements included in this release, these forward-looking statements are by nature inherently uncertain, and actual results may differ materially as a result of many factors. All forward-looking statements are based upon information available to
VP Investor Relations
Source: Builders FirstSource, Inc.