Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): March 5, 2019




(Exact Name of Registrant as Specified in Its Charter)




0-51357   Delaware   52-2084569


File Number)


(State or Other Jurisdiction

of Incorporation)


(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)


(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 7.01

Other Events.

On March 5, 2019, Builders FirstSource, Inc. issued a press release announcing the commencement of an exchange offer to exchange up to $400,000,000 aggregate principal amount of its outstanding 5.625% Senior Secured Notes due 2024 for newly issued 6.625% Senior Secured Notes due 2027 on the terms and subject to the conditions set forth in the Offering Circular, dated March 5, 2019 and the accompanying Letter of Transmittal. A copy of the press release announcing the commencement of the exchange offer is filed as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits

The following exhibit is filed as part of this report:


Exhibit No.



99.1    March 5, 2019 press release entitled “Builders FirstSource, Inc. Announces Exchange Offer for its Senior Secured Notes due 2024.”

All of the information furnished in Items 7.01 and 9.01 of this report and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.


By:   /s/ Donald F. McAleenan
Name:   Donald F. McAleenan
Title:   Senior Vice President, General Counsel and Secretary

Date: March 5, 2019