On November 16, 2020, BMC Stock Holdings, Inc., a Delaware corporation (BMC), and Builders FirstSource, Inc., a Delaware corporation
(Builders FirstSource), issued a joint press release announcing the termination on November 13, 2020, of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), in
connection with the previously announced combination of BMC and Builders FirstSource in an all-stock merger transaction (the Merger). The termination of the waiting period under the HSR Act
satisfies one of the conditions to the completion of the Merger, which remains subject to the satisfaction or waiver of certain other conditions. BMC and Builders FirstSource also announced that they each intend to hold a special meeting of
stockholders on December 22, 2020, to consider and vote on various proposals necessary to complete the Merger, and their respective boards of directors have each fixed the close of business on November 13, 2020, as the record date for
determining the holders of record of common stock entitled to notice of, and to vote at, the applicable special meeting. 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
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Financial Statements and Exhibits.
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(d) The following Exhibit is filed herewith.
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Exhibit
No.
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Description
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99.1
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Joint Press Release, dated November 16, 2020
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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Cautionary Notice Regarding Forward-Looking Statements
This report, 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 and 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