sctovi
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Builders FirstSource, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror)
Options to Purchase Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
12008R-10-7
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Donald F. McAleenan
Corporate Secretary
Builders FirstSource, Inc.
2001 Bryan Street, Suite 1600
Dallas, Texas 75201
(214)880-3500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications On Behalf of Filing Person)
CALCULATION OF REGISTRATION FEE
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Transaction Valuation* |
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Amount of Filing Fee |
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$2,899,968 |
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$113.97 |
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Estimated solely for purposes of
calculating the amount of the filing
fee. The calculation of the
transaction valuation assumes that
all option grants to purchase the
issuer’s common stock that are
eligible for exchange will be
exchanged for new option grants and
cancelled pursuant to this offer.
The new option grants have a value
of $2,899,968 calculated using the
Black-Scholes method based on a
price per share of common stock of
$7.48, the average of the high and
low prices of the issuer’s common
stock as reported on the NASDAQ
Stock Market on April 18, 2008. |
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Check the box if any part of the fee
is offset as provided by
Rule 0-11(a)(2) and identify the
filing with which the offsetting fee
was previously paid. Identify the
previous filing by registration
statement number, or the Form or
Schedule and the date of its filing. |
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Check the box if the filing relates
solely to preliminary communications
made before the commencement of a
tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
Item 1. Summary Term Sheet
The information set forth under “Summary Term Sheet — Questions and Answers” in the Offer
to Exchange Certain Outstanding Stock Option Grants for New Stock Option Grants, dated April 23,
2008, attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.
Item 2. Subject Company Information
(a) Name and Address. The issuer is Builders FirstSource, Inc., a Delaware corporation
(the “Company”). The Company’s principal executive offices are located at 2001 Bryan Street, Suite
1600, Dallas, Texas 75201 and the telephone number of its principal executive offices is (214)
880-3500.
(b) Securities. This Tender Offer Statement on Schedule TO relates to an offer by the
Company to certain optionholders to exchange their outstanding stock option grants, whether vested
or unvested (the “Eligible Option Grants”), to purchase shares of the Company’s common stock, par
value $0.01 per share, granted under the Company’s 2005 Equity Incentive Plan (the “2005 Plan”)
with an exercise price per share greater than or equal to $17.90 for new option grants (in each
case, the “New Option Grants”) to be granted under the 2005 Plan. This offer is being made upon
the terms and subject to the conditions set forth in the exchange offer and in the related
accompanying Election Form, attached hereto as Exhibit (a)(1)(C).
The exchange offer is being made to employees of the Company who, as of the date the
exchange offer commences, are employed by the Company and hold Eligible Option Grants. These
optionholders are collectively referred to as the “Eligible Optionholders.” To remain eligible to
tender Eligible Option Grants for exchange and cancellation, and receive New Option Grants, the
Eligible Optionholders must continue to be employed by the Company or one of its
subsidiaries and must not have received nor have given a notice of termination prior to the
expiration of the exchange offer.
The information set forth in the exchange offer under “Summary Term Sheet — Questions and
Answers,” “Eligible Option Grants; Eligible Optionholders; Expiration Date of This Exchange Offer,”
“Acceptance of Eligible Option Grants for Exchange; Issuance of New Option Grants,” “Price Range of
Our Common Stock,” and “Source and Amount of Consideration; Terms of New Option Grants” is
incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the exchange offer under
“Price Range of Common Stock” is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
The information set forth under Item 2(a) above and in the exchange offer under
“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our
Securities” is incorporated herein by reference. The Company is both the filing person and the
subject company.
Item 4. Terms of the Transaction
(a) Material Terms. The information set forth in the Exchange Offer under “Summary Term
Sheet — Questions and Answers,” “Eligible Option Grants; Eligible Optionholders; Expiration Date of
This Exchange Offer,” “Procedures for Tendering Eligible Option Grants,” “Withdrawal Rights,”
“Acceptance of Eligible Option Grants for Exchange; Issuance of New Option Grants,” “Conditions of
This Exchange Offer,” “Source and Amount of Consideration; Terms of New Option Grants,”
“Information Concerning Us; Financial Information,” “Status of Eligible Option Grants Acquired by
Us in This Exchange Offer; Accounting Consequences of This Exchange Offer,” “Legal Matters;
Regulatory Approvals,” “Material United States Tax Consequences,” and “Extension of Exchange Offer;
Termination; Amendment” is incorporated herein by reference.
(b) Purchases. The information set forth in the Exchange Offer under “Interests of
Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities” is
incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
Agreements Involving the Subject Company’s Securities. The information set forth in the
exchange offer under “Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning Our Securities” is incorporated herein by reference. The 2005 Plan and related option
agreements included with the exchange offer and attached hereto as Exhibits (d)(1) — (d)(3) also
contain information regarding the subject company’s securities.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes. The information set forth in the exchange offer under “Purpose of This
Exchange Offer” is incorporated herein by reference.
(b) Use of Securities Acquired. The information set forth in the exchange offer under
“Acceptance of Eligible Option Grants for Exchange; Issuance of New Option Grants” and “Status of
Eligible Option Grants Acquired by Us in This Exchange Offer; Accounting Consequences of This
Exchange Offer” is incorporated herein by reference.
(c) Plans. The information set forth in the exchange offer under “Information Concerning
Us; Financial Information” and “Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Our Securities” is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) Source of Funds. The information set forth in the exchange offer under “Source and
Amount of Consideration; Terms of New Option Grants” and “Fees and Expenses” is incorporated herein
by reference.
(b) Conditions. The information set forth in the exchange offer under “Conditions of This
Exchange Offer” is incorporated herein by reference.
(c) Borrowed Funds. Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth in the exchange offer under
“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our
Securities” is incorporated herein by reference.
(b) Securities Transactions. The information set forth in the exchange offer under
“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our
Securities” is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Not applicable.
Item 10. Financial Statements.
(a) Financial
Information. The information set forth in Item 8. Financial Statements and
Supplementary Data to the Company’s Annual Report on Form 10-K for the year ended December 31,
2007, the financial information contained in the exchange offer under “Information Concerning Us;
Financial Information,” and referenced in “Additional Information” is incorporated herein by
reference.
(b) Pro Forma Information. Not applicable.
Item 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth
in the exchange offer under “Risk Factors,” “Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning Our Securities,” and “Legal Matters; Regulatory Approvals”
is incorporated herein by reference.
(b) Other Material Information. Not applicable.
Item 12. Exhibits.
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Description |
(a)(1)(A)
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Offer to Exchange Certain Outstanding Stock Option Grants for New Stock Option Grants, dated
April 23, 2008. |
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(a)(1)(B)
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Form of Communication to Eligible Optionholders of Builders FirstSource, Inc. |
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(a)(1)(C)
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Election Form. |
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(a)(1)(D)
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Notice of Withdrawal. |
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(a)(1)(E)
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Form of Communication to Eligible Optionholders Participating in the Exchange Offer
Confirming Receipt of Election Form. |
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(a)(1)(F)
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Form of Communication to Eligible Optionholders Confirming Receipt of Notice of Withdrawal. |
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(a)(1)(G)
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Form of Confirmation Letter to Eligible Optionholders Participating in the Exchange Offer. |
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(a)(1)(H)
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Form of Communication to Eligible Optionholders Rejecting the Election Form under the
Exchange Offer. |
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(a)(1)(I)
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Form of Communication to Eligible Optionholders Rejecting the Notice of Withdrawal under the
Exchange Offer. |
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(a)(1)(J)
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Form of Reminder Communication to Eligible Optionholders. |
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(a)(2)
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Not applicable. |
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(a)(3)
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Not applicable. |
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(a)(4)
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Not applicable. |
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(a)(5)
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Not applicable. |
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(b)
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Not applicable. |
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(d)(1)
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Builders FirstSource, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit
10.14 to Amendment No. 4 to the Registration Statement of the Company on Form S-1, filed with
the Securities and Exchange Commission on June 6, 2005, File
Number 333-122788). |
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(d)(2)
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Form of Stock Option Agreement under the Builders FirstSource, Inc. 2005 Equity Incentive Plan
for Eligible Optionholders participating in the exchange offer. |
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(d)(3)
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Form of Stock Option Agreement under the Builders FirstSource, Inc. 2005 Equity Incentive
Plan for Mr. Sherman. |
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(g)
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Not applicable. |
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(h)
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Not applicable. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete, and correct.
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BUILDERS FIRSTSOURCE, INC. |
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By:
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/s/ DONALD F. McALEENAN
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Name:
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Donald F. McAleenan |
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Title:
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Corporate Secretary |
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Date: April 23, 2008