UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure |
On June 28, 2021, Builders FirstSource, Inc. (the “Company”) entered into a definitive agreement (the “Agreement”) with the owners (the “Owners”) of WTS Paradigm, LLC (“Paradigm”), a software solutions and services provider for the building products industry, and Paradigm to acquire Paradigm (the “Paradigm Acquisition”). The purchase price payable by the Company for Paradigm is $450 million and is subject to customary adjustments (the “Purchase Price”). As consideration for the Owners’ entry into the Agreement and for forgoing other opportunities with respect to Paradigm, the Company has agreed to pay the Owners $225 million of the Purchase Price within three business days of the entry into the Agreement (the “Exclusivity Payment”). The Exclusivity Payment is creditable against both the Purchase Price and the Termination Fee, if any (described below), and is subject to repayment by the Owners in the event that the Paradigm Acquisition is terminated by the Company in certain specified instances.
The closing of the Paradigm Acquisition is subject to the satisfaction or waiver of certain customary conditions to closing, including, the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Approval”). In the event that the Agreement is terminated due to a failure to obtain the required HSR approval before June 28, 2022 (subject to certain extensions) or due to the presence of a law or order related either to antitrust matters or certain customer litigation that enjoins or otherwise prohibits the closing of the Paradigm Acquisition, the Company shall be required to pay to the Owners a termination fee equal to the Purchase Price (less the Exclusivity Payment) (the “Termination Fee”), subject to certain limited exceptions. In the event the Company pays the Termination Fee to the Owners, the Owners are required to sell Paradigm and remit the aggregate proceeds from such a sale to the Company.
On June 29, 2021, the Company issued a press release announcing that it had entered into the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are filed as part of this Current Report:
| Exhibits Number |
Description | |
| 99.1 | Press Release, dated June 29, 2021. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
All of the information included in Items 7.01 and 9.01 of this report and Exhibit 99.1 hereto is being furnished and 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.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BUILDERS FIRSTSOURCE, INC. | ||||||
| Dated: June 29, 2021 | By: | /s/ Timothy D. Johnson | ||||
| Name: | Timothy D. Johnson | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||
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