Item 8.01 Other Events.
On November 30, 2020, BMC Stock Holdings, Inc., a Delaware corporation ("BMC"),
issued a press release announcing that a subsidiary of BMC and TWP Enterprises,
Inc., a Maryland corporation ("TW Perry"), had entered into a definitive
purchase agreement for the acquisition of substantially all of the assets of TW
Perry. The transaction is subject to the satisfaction or waiver of customary
closing conditions and is expected to be completed in December 2020. 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) The following Exhibit is filed herewith.
Exhibit
No. Description
99.1 Press Release, dated November 30, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* * *
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 BMC Stock Holdings, Inc. ("BMC") and 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
impact on the business operations of BMC and Builders FirstSource and on local,
national and global economies, the growth strategies of BMC and Builders
FirstSource, fluctuations of commodity prices and prices of the products of BMC
and Builders FirstSource 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 BMC
nor Builders FirstSource may succeed in addressing these and other risks or
uncertainties.
Forward-looking statements relating to the proposed business combination between
BMC and Builders FirstSource include, but are not limited to: statements about
the benefits of the proposed business combination between BMC and Builders
FirstSource, including future financial and operating results; the plans,
objectives, expectations and intentions of BMC and Builders FirstSource; 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 BMC
and 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 proposed business combination between BMC and
Builders FirstSource, 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 BMC and Builders FirstSource 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
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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 BMC and Builders FirstSource 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 BMC and
Builders FirstSource 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 BMC's or 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. 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 BMC nor
Builders FirstSource 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 communication. Nothing in this communication 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 BMC or of the common stock of
Builders FirstSource 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 BMC or Builders FirstSource, 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 BMC, Builders FirstSource, the proposed
business combination, the combined company or other matters and attributable to
BMC, Builders FirstSource 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
previously filed with the SEC 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 BMC's and Builders FirstSource's respective
stockholders (the "Joint Proxy Statement"). This Registration Statement was
declared effective on November 18, 2020. Each of BMC and Builders FirstSource
commenced mailing the definitive Joint Proxy Statement to its stockholders on or
about November 18, 2020 and may file other documents regarding the business
combination with the SEC. This communication is not a substitute for the
Registration Statement, the definitive Joint Proxy Statement, or any other
document that BMC or Builders FirstSource may send to its stockholders in
connection with the proposed business combination. This communication 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 BMC AND BUILDERS FIRSTSOURCE ARE URGED TO READ THE
REGISTRATION STATEMENT, THE DEFINITIVE 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 BMC, BUILDERS FIRSTSOURCE,
THE PROPOSED BUSINESS COMBINATION AND RELATED MATTERS. Investors and security
holders of BMC and Builders FirstSource may obtain free copies of the
Registration Statement, the definitive Joint Proxy Statement, and other
documents (including any amendments or supplements thereto) containing important
information about BMC and Builders FirstSource filed with the SEC, through the
website maintained by the SEC at www.sec.gov. BMC and Builders FirstSource make
available free of charge at ir.buildwithbmc.com and investors.bldr.com,
respectively, copies of materials they file with, or furnish to, the SEC.
Participants in the Solicitation
BMC, Builders FirstSource, 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 BMC and Builders
FirstSource in connection with the proposed business combination.
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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.
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.
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 BMC or Builders FirstSource as described
above.
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