Monday, November 09, 2009 12:36:51 PM
Builders FirstSource Announces Settlement of Stockholder Litigation Regarding Its
Recapitalization
DALLAS, Nov 9, 2009 (GlobeNewswire via COMTEX) -- Builders FirstSource, Inc.
(BLDR) announced that it has entered into a definitive stipulation to settle the
consolidated class and derivative action that was filed in connection with its
previously announced recapitalization. The settlement is subject to the approval
of the Delaware Court of Chancery. A copy of the notice that provides details of
the settlement terms and the hearing before the Delaware Court of Chancery is
available on the Company's website at http://www.bldr.com.
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource is a leading supplier and
manufacturer of structural and related building products for residential new
construction. The company operates in 9 states, principally in the southern and
eastern United States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as our distribution
facilities. Manufacturing facilities include plants that manufacture roof and
floor trusses, wall panels, stairs, aluminum and vinyl windows, custom millwork
and pre-hung doors. Builders FirstSource also distributes windows, interior and
exterior doors, dimensional lumber and lumber sheet goods, millwork and other
building products. For more information about Builders FirstSource, visit the
Company's web site at http://www.bldr.com.
Cautionary Notice
Statements in this news release which are not purely historical facts or which
necessarily depend upon future events, including 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. All forward-looking statements are based
upon information available to Builders FirstSource on the date this release was
submitted. Builders FirstSource undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. Any forward-looking statements involve risks and
uncertainties that could cause actual events or results to differ materially from
the events or results described in the forward-looking statements. In addition,
the Company cannot assure that it will be successful in completing the common
stock rights offering or the debt exchange, on the terms outlined in this press
release or otherwise. Builders FirstSource, Inc. may not succeed in addressing
these and other risks. Further information regarding factors that could affect
our financial and other results or the recapitalization can be found in the risk
factors section of our most recent annual report on Form 10-K filed with the
Securities and Exchange Commission. Consequently, all forward-looking statements
in this release are qualified by the factors, risks and uncertainties contained
therein.
Additional Information and Where to Find It
The new notes and shares of common stock that may be delivered upon exchange of
outstanding second priority senior secured floating rate notes due 2012 in the
debt exchange contemplated in the previously announced recapitalization have not
been, and will not be, registered under the Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws, and, unless so registered,
may not be offered or sold in the United States except pursuant to an exemption
from the registration requirements of the Securities Act and applicable state
laws. This press release shall not constitute an offer to sell or the
solicitation of any offer to buy any of these securities, nor shall it constitute
an offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
The Company has filed with the United States Securities and Exchange Commission
(the "SEC") a registration statement covering the rights offering contemplated in
the previously announced recapitalization, and the distribution of rights and
commencement of the rights offering will occur promptly following the
effectiveness of that registration statement. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy any such
securities, nor shall there be any 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. These
securities may not be sold, nor may offers to buy be accepted prior to the time
the registration statement becomes effective. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act.
The Company has filed with the SEC a preliminary proxy statement to solicit
proxies for a special meeting seeking the approval of our stockholders, as
required by the Nasdaq Marketplace Rules, of the issuance of the common stock in
the recapitalization. The Company intends to file with the SEC a definitive proxy
statement as soon as practicable and to disseminate it to stockholders of record
as of a record date to be determined by the Company's board of directors.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE PROSPECTUS AND THE DEFINITIVE PROXY STATEMENT REGARDING THE
PROPOSED TRANSACTIONS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.
You may obtain a free copy of the preliminary proxy statement, and the prospectus
and definitive proxy statement (if and when they become available), and other
related documents filed by Builders FirstSource, Inc. with the SEC at the SEC's
web site at http://www.sec.gov. The preliminary proxy statement, and the
prospectus and definitive proxy statement (if and when they become available),
and the other documents may also be obtained for free by accessing Builders
FirstSource's web site at http://www.bldr.com.
Participants in the Solicitation
Builders FirstSource, Inc., its directors and executive officers, other members
of management and employees may be deemed to be participants in the solicitation
of proxies from Builders FirstSource, stockholders in respect of the proposed
transaction. You can find information about the executive officers and directors
of Builders FirstSource, Inc. in the Company's Annual Report on Form 10-K filed
with the SEC on March 2, 2009, definitive proxy statement filed with the SEC on
April 4, 2009, and preliminary proxy statement filed with the SEC on November 3,
2009. You can obtain free copies of these documents and of the prospectus and
definitive proxy statement (if and when they become available) from Builders
FirstSource, Inc. by contacting its investor relations department. You may also
obtain free copies of these documents by accessing Builders FirstSource's web
site or the SEC's web site at the addresses previously mentioned.
Additional information regarding the interests of such potential participants in
the solicitation will be included in the definitive proxy statement and the other
relevant documents filed by the Company with the SEC when they become available.
This news release was distributed by GlobeNewswire, http://www.globenewswire.com
SOURCE: Builders FirstSource, Inc.
CONTACT:Builders FirstSource, Inc.
Charles L. Horn, Senior Vice President and
Chief Financial Officer
(214) 880-3500
(C) Copyright 2009 GlobeNewswire, Inc. All rights reserved.
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