nasdaq.com – Builders FirstSource, Inc. (the “Company”) (Nasdaq:BLDR) today announced that it intends to offer, in a private offering subject to market and other conditions, $750.0 million aggregate principal amount of senior unsecured notes due 2023 (the “Notes”). The offering of the Notes is being made in connection with the Company’s previously announced agreement to acquire all of the issued and outstanding equity interests of ProBuild Holdings, LLC, a Delaware limited liability company (“ProBuild”), pursuant to a Securities Purchase Agreement, dated as of April 13, 2015, between the Company, ProBuild and the holders of securities of ProBuild named as parties thereto (the “ProBuild Acquisition”). This offering is conditioned on the consummation of the ProBuild Acquisition.
Obligations under the Notes will initially be guaranteed by certain of the Company’s and ProBuild’s subsidiaries.
The Company intends to use the net proceeds from this offering to (i) pay a portion of the consideration for the ProBuild Acquisition, (ii) repay certain of its and ProBuild’s existing indebtedness and (iii) pay a portion of the related transaction fees and expenses.
The Notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States under Regulation S under the Securities Act. The issuance and sale of the Notes will not be registered under the Securities Act and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes.