UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): May 28, 2015 (April 13, 2015)

 

 

BUILDERS FIRSTSOURCE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		0-51357		52-2084569
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2001 Bryan Street, Suite 1600

Dallas, Texas 75201

(Address of Principal Executive Offices) (Zip Code)

(214) 880-3500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

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))

 

 

 

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Item 8.01. Other Events

ProBuild Acquisition

On April 13, 2015, Builders FirstSource, Inc. (“Builders”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with ProBuild Holdings LLC, a Delaware limited liability company (“ProBuild”), and the holders of securities of ProBuild named as parties thereto (collectively, the “Sellers”). Headquartered in Denver, Colorado, ProBuild is one of the nation’s largest professional building materials suppliers. Pursuant to the Securities Purchase Agreement, Builders will acquire all of the operating affiliates of ProBuild through the purchase of all of the issued and outstanding equity interests of ProBuild for approximately $1.63 billion, subject to certain adjustments (the “ProBuild Acquisition”).

Filed with this Current Report are the audited combined financial statements (and notes thereto) of ProBuild Holdings, Inc., an affiliate of ProBuild, for the years ended December 31, 2014, 2013 and 2012 and the unaudited condensed combined financial statements of ProBuild Holdings, Inc. for the three months ended March 31, 2015 and 2014. As described in Note 1 to the audited financial statements and Note 1 to the unaudited condensed combined financial statements, the audited combined financial statements and the unaudited condensed combined financial statements reflect the financial statements of ProBuild Holdings, Inc. and those of ProBuild and other commonly-controlled entities and reflect all of the operations of the business expected to be acquired by Builders. Net liabilities of approximately $644.4 million, included in the audited combined financial statements and unaudited condensed combined financial statements of ProBuild Holdings, Inc., which will not be assumed in the ProBuild Acquisition, primarily relate to long-term debt and related accrued interest, cash, income tax receivables and deferred tax liabilities.

Also filed with this Current Report is the unaudited pro forma condensed combined financial information of Builders, giving effect to the ProBuild Acquisition and the related acquisition financing transactions (the “Pro Forma Financial Information”). The pro forma adjustments and the purchase price allocation as presented in the Pro Forma Financial Information are based on estimates and certain limited information that is currently available. Accordingly, the Pro Forma Financial Information is preliminary and subject to change as additional information becomes available and as additional analyses are performed. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented in the Pro Forma Financial Information included in Exhibit 99.3 to this Current Report on Form 8-K, and this difference may be material.

Item 9.01. Financial Statements and Exhibits.

(a) The audited combined financial statements (and notes thereto) of ProBuild Holdings, Inc. for the years ended December 31, 2014, 2013 and 2012 and unaudited condensed combined financial statements (and notes thereto ) for the three months ended March 31, 2015 and 2014 are filed herewith as Exhibits 99.1 and 99.2 hereto, respectively, and incorporated herein by reference.

(b) The unaudited pro forma condensed combined financial information (and notes thereto) of Builders FirstSource, Inc. giving effect to the ProBuild Acquisition and the related proposed acquisition financing transactions is filed herewith as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits

 

Exhibit No.		Description of Exhibit
23.1*		Consent of PricewaterhouseCoopers LLP
99.1*		Audited combined financial statements (and notes thereto) of ProBuild Holdings, Inc. for the years ended December 31, 2014, 2013 and 2012
99.2		Unaudited condensed combined financial statements (and notes thereto) of ProBuild Holdings, Inc. for the three months ended March 31, 2015 and 2014
99.3		Unaudited pro forma condensed combined financial information (and notes thereto) of Builders FirstSource, Inc. giving effect to the ProBuild Acquisition and the related proposed acquisition financing transactions

 

*	Previously filed.

 

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Signatures

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.

 

Date: May 28, 2015

 

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EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
23.1*		Consent of PricewaterhouseCoopers LLP
99.1*		Audited combined financial statements (and notes thereto) of ProBuild Holdings, Inc. for the years ended December 31, 2014, 2013 and 2012
99.2		Unaudited condensed combined financial statements (and notes thereto) of ProBuild Holdings, Inc. for the three months ended March 31, 2015 and 2014
99.3		Unaudited pro forma condensed combined financial information (and notes thereto) of Builders FirstSource, Inc. giving effect to the ProBuild Acquisition and the related proposed acquisition financing transactions

 

*	Previously filed.

 

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