Builders FirstSource Prices Offering of $1 Billion of Senior Notes due 2034

Rhea-AI Summary

Builders FirstSource, Inc. (NYSE: BLDR) announced a $1 billion offering of 6.375% unsecured Senior Notes due 2034, with a $400 million increase from the initial size. The Company plans to use the proceeds to repay debt and for general corporate purposes.

Financial Analyst

The pricing of a $1 billion offering of unsecured Senior Notes by Builders FirstSource represents a significant capital market transaction that can impact the company's financial leverage and interest expense. The increase in the offering size to $1 billion, up from the initially announced $600 million, indicates strong investor demand or a greater than anticipated need for liquidity by the company.

From a financial standpoint, the interest rate of 6.375% is noteworthy. It is essential to compare this rate to the current market conditions and the company's existing debt profile. If this rate is higher than the company's average cost of debt, it could lead to increased interest expenses, thereby affecting net income and potentially earnings per share. Conversely, if the rate is lower or on par with existing debt, it could be a strategic move to refinance maturing debt or reduce the cost of capital.

Another aspect to consider is the use of proceeds. The intention to repay indebtedness under the ABL Facility suggests a strategic move to improve the company's debt structure. The shift from a possibly secured to an unsecured debt instrument might indicate a confidence in the company's cash flow stability and creditworthiness, or it could reflect a strategic preference for the flexibility provided by unsecured debt.

Legal Expert

The fact that the Notes are unregistered securities and are being sold under Rule 144A and Regulation S is a critical legal detail. This means that the offering targets a specific investor base, primarily institutional investors and non-U.S. persons and is not available to the general public. The legal implications of this include a reduced disclosure obligation compared to registered securities, which may impact the level of scrutiny and due diligence performed by potential investors.

Moreover, the restriction on sales within the United States or to U.S. persons, unless exempt, is a safeguard to comply with the Securities Act of 1933. This legal structuring helps avoid the more onerous registration process and allows the company to access capital more quickly, albeit from a narrower investor base.

Market Research Analyst

Understanding the broader market context in which Builders FirstSource is operating is essential. The construction and building supply industry is subject to economic cycles and the company's decision to increase its debt offering may reflect an anticipation of future capital needs or an attempt to capitalize on current market conditions before any potential downturn.

Investor appetite for corporate debt, especially unsecured notes, can be indicative of the market's perception of risk associated with the company and the sector. A successful offering at the stated interest rate could suggest that the market views Builders FirstSource as a stable investment with a manageable risk profile.

It is also important to consider the impact of this offering on the company's competitors and the industry at large. An influx of capital could enable Builders FirstSource to invest in growth or operational efficiency, potentially affecting market dynamics and competitive positioning.

IRVING, Texas--(BUSINESS WIRE)-- Builders FirstSource, Inc. (NYSE: BLDR) (“Builders FirstSource” or the “Company”) today announced that it has priced an offering of $1 billion aggregate principal amount of 6.375% unsecured Senior Notes due 2034 (the “Notes”), which represents a $400 million increase in the previously announced size of the offering. The price to investors will be 100.000% of the principal amount of the Notes.

The offering of the Notes is expected to close on February 29, 2024, subject to customary closing conditions. The Company intends to use the net proceeds from the offering to repay indebtedness outstanding under the ABL Facility and for general corporate purposes.

The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the Notes were offered and sold only to (i) persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) non-“U.S. persons” who are outside the United States (as defined in Regulation S under the Securities Act).

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes.

About Builders FirstSource

Headquartered in Irving, Texas, Builders FirstSource is the largest U.S. supplier of building products, prefabricated components, and value-added services to the professional market segment for new residential construction and repair and remodeling. We provide customers an integrated homebuilding solution, offering manufacturing, supply, delivery, and installation of a full range of structural and related building products. We operate in 43 states with approximately 570 locations and have a market presence in 48 of the top 50 and 89 of the top 100 MSAs, providing geographic diversity and balanced end market exposure. We service customers from strategically located distribution and manufacturing facilities (some of which are co-located) that produce value-added products such as roof and floor trusses, wall panels, stairs, vinyl windows, custom millwork, and pre-hung doors. Builders FirstSource also distributes dimensional lumber and lumber sheet goods, millwork, windows, interior and exterior doors, and other specialty building products.

Forward-Looking Statements

Statements in this news release that are not purely historical facts or that necessarily depend upon future events, including statements about forecasted financial performance or other statements about anticipations, beliefs, expectations, hopes, synergies, 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. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. As with the forward-looking statements included in this release, these forward-looking statements are by nature inherently uncertain, and actual results or events may differ materially as a result of many factors. All forward-looking statements are based upon information, assumptions, expectations, and projections about future events 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. Forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control or may be currently unknown to the Company, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements; such risks or uncertainties include those related to the Company’s growth strategies, including acquisitions, organic growth and digital strategies, or the dependence of the Company’s revenues and operating results on, among other things, the homebuilding industry and, to a lesser extent, repair and remodel activity, which in each case is dependent on economic conditions, including inflation, interest rates, consumer confidence, labor and supply shortages, and also lumber and other commodity prices. Builders FirstSource may not succeed in addressing these and other risks. Further information regarding factors that could affect our financial and other results can be found in the risk factors section of Builders FirstSource’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and may also be described from time to time in the other reports Builders FirstSource files with the SEC. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240226818087/en/

Investor Contact:

Heather Kos

SVP, Investor Relations

Builders FirstSource, Inc.

investorrelations@bldr.com

Source: Builders FirstSource, Inc.

FAQ

What is the offering amount of the Senior Notes by Builders FirstSource, Inc.?

Builders FirstSource, Inc. priced an offering of $1 billion aggregate principal amount of 6.375% unsecured Senior Notes due 2034.

When is the expected closing date for the offering of the Senior Notes?

The offering of the Senior Notes is expected to close on February 29, 2024, subject to customary closing conditions.

How will the net proceeds from the offering be utilized by Builders FirstSource, Inc.?

The Company intends to use the net proceeds from the offering to repay indebtedness outstanding under the ABL Facility and for general corporate purposes.

Are the Notes registered under the Securities Act of 1933?

No, the Notes will not be registered under the Securities Act of 1933 and may not be offered or sold within the United States except pursuant to an exemption.

Who are the target buyers for the Notes offered by Builders FirstSource, Inc.?

The Notes were offered and sold only to qualified institutional buyers and non-U.S. persons outside the United States.