Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
BLDR > SEC Filings for BLDR > Form 8-K on 3-Jun-2013All Recent SEC Filings

Show all filings for BUILDERS FIRSTSOURCE, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BUILDERS FIRSTSOURCE, INC.


3-Jun-2013

Entry into a Material Definitive Agreement, Creation of a Direct Finan


ITEM 1.01. Entry into a Material Definitive Agreement

On May 29, 2013 (the "Closing Date"), Builders FirstSource, Inc. (the "Company") issued $350 million in aggregate principal amount of 7.625% Senior Secured Notes due 2021 (the "Notes") at a price equal to 100% of their face value in an offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

On the Closing Date, the Company also entered into a new senior secured revolving credit facility (the "New ABL Revolver") among the Company, certain subsidiaries of the Company, the lenders party thereto, SunTrust Bank, as administrative agent, and the other agents party thereto. At closing, the Company's borrowing availability under the New ABL Revolver was approximately $162.3 million, after reduction for $12.7 million of outstanding letters of credit. The New ABL Revolver matures on May 29, 2018.

The Company used the net proceeds from its offering of the Notes, together with cash on hand, to (i) redeem $139.7 million in aggregate outstanding principal amount of its Second Priority Senior Secured Floating Rate Notes due 2016 (the "2016 Notes") at par plus accrued and unpaid interest thereon to the redemption date, (ii) repay $225.0 million in borrowings outstanding under its existing first-lien term loan due 2015 (the "Existing Credit Facility") plus a prepayment premium of approximately $39.5 million and accrued and unpaid interest and
(iii) pay the related commissions, fees and expenses.

Upon the repayment of the outstanding borrowings and payment of the prepayment premium mentioned in clause (ii) above on the Closing Date, the Company terminated the Existing Credit Facility (and the collateral and security documents relating thereto) in accordance with their terms.

Indenture and 7.625% Senior Secured Notes due 2021

General

The Notes were issued pursuant to an indenture, dated as of May 29, 2013 (the "Indenture"), by and between the Company, certain subsidiaries of the Company, as guarantors (the "Guarantors"), and Wilmington Trust, National Association, as trustee and notes collateral agent (the "Trustee"). The Company will pay interest of 7.625% per annum semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2013. Interest will accrue from and including May 29, 2013. The Notes will mature on June 1, 2021.

Guarantees and Security

The Notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior secured basis, by each of the Guarantors. All obligations under the Notes, and the guarantees of those obligations, will be secured, by substantially all of the assets of the Company and the Guarantors subject to certain exceptions and permitted liens, including a first-priority security interest in such assets that constitute Notes Collateral (as defined below) and a second-priority security interest in such assets that constitute ABL Collateral (as defined below). An intercreditor agreement (the "ABL/Bond Intercreditor Agreement"), dated as of May 29, 2013, among SunTrust Bank, as ABL agent, the Trustee, as notes collateral agent, the Company and the Guarantors, will govern all arrangements in respect of the priority of the ABL lenders' security interest in the ABL Collateral and the priority of the Noteholders' security interest in the Notes Collateral.

"ABL Collateral" includes substantially all presently owned and after-acquired accounts, inventory, rights of an unpaid vendor with respect to inventory, deposit accounts, investment property, cash and cash equivalents, and instruments and chattel paper and general intangibles, books and records and documents related to and proceeds of each of the foregoing.

"Notes Collateral" includes all collateral which is not ABL Collateral.

On the Closing Date, the Company and the Guarantors entered into a notes collateral agreement (the "Notes Collateral Agreement"), dated as of May 29, 2013, by and among the Company, the Guarantors and the Trustee, as collateral agent, which created and established the terms of the security interests that secure the Notes and the Guarantees.


Ranking

The Notes constitute senior secured obligations of the Company and Guarantors, rank senior in right of payment to all future debt of the Company and Guarantors that is expressly subordinated in right of payment to the Notes, and rank equally in right of payment with all existing and future liabilities of the Company and Guarantors that are not so subordinated, including the ABL Revolver.

Optional Redemption

The Company has the right to redeem the Notes at the redemption prices set forth below:

at any time (which may be more than once) before June 1, 2016, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds of one or more equity offerings at a price of 107.625% of the face amount of the Notes, plus accrued and unpaid interest to the date of redemption;

at any time prior to June 1, 2016, the Company may redeem all or part of the Notes at a redemption price equal to 100% of the principal amount thereof plus the applicable premium as of, and accrued and unpaid interest thereon, if any, to, but excluding, the date of the redemption. Applicable premium is the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such applicable date of redemption (the "Redemption Date") of (i) the redemption price of such Note at June 1, 2016 (105.719%), plus (ii) all required interest payments due on such Note through June 1, 2016 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate (as defined in the Indenture) as of such Redemption Date plus 50 basis points; over
(b) the principal amount of such Note.;

on and after June 1, 2016, the Company may redeem the Notes, in whole or in part at the redemption prices (expressed in percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date, if redeemed during the 12-month period commencing on June 1 of the years set forth below:

                       Year                   Percentage
                       2016                       105.719 %
                       2017                       103.813 %
                       2018                       101.906 %
                       2019 and thereafter        100.000 %

and

. . .



ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.



ITEM 8.01. Other Events.

On the Closing Date, the Company (i) issued a notice of redemption pursuant to the satisfaction and discharge provisions of the 2016 Notes Indenture to redeem all outstanding 2016 Notes and (ii) deposited with the trustee of the 2016 Notes sufficient funds necessary to pay the redemption price of 100% of the aggregate principal amount of 2016 Notes outstanding plus accrued and unpaid interest on the 2016 Notes to, but not including, July 1, 2013. Upon the mailing of the notice of redemption and the deposit of funds with the trustee of the 2016 Notes, the obligations under the indenture governing the 2016 Notes were satisfied and discharged and all of the collateral securing the 2016 Notes was released.



ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits.

4.1 Indenture, dated as of May 29, 2013, among the Company, the Guarantors and the Trustee (form of Note included therein).

10.1 Credit Agreement, dated as of May 29, 2013, among the Company, as borrower, the additional borrowers party thereto, the lenders party thereto and SunTrust Bank, as administrative agent, swing line lender and a letter of credit issuer.

10.2 ABL/Bond Intercreditor Agreement, dated as of May 29, 2013, among SunTrust Bank, as ABL agent, Wilmington Trust, National Association, as notes collateral agent, the Company and certain subsidiaries of the Company, as other grantors.



10.3 Notes Collateral Agreement, dated as of May 29, 2013, by and among the Company and certain subsidiaries of the Company, as grantors, and Wilmington Trust, National Association, as collateral agent.

10.4 Security Agreement, dated as of May 29, 2013, by and among the Company and certain subsidiaries of the Company, as grantors, and SunTrust Bank, as administrative agent and collateral agent.

10.5 Guaranty, dated as of May 29, 2013, among the Company, the other guarantors party thereto from time to time and SunTrust Bank, as administrative agent and collateral agent.


  Add BLDR to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for BLDR - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.