On December 7, 2020, BMC Stock Holdings, Inc., a Delaware corporation (BMC), caused to be issued a conditional notice of redemption for all of
the outstanding 5.50% Senior Secured Notes due 2024 (the Notes) issued by BMC East, LLC (the Notes Issuer) providing that the Notes Issuer intends to conditionally redeem all outstanding aggregate principal amount of the
Notes on January 4, 2021 (the Redemption Date). The redemption price is equal to 102.750% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date.
The redemption of the Notes on the Redemption Date is conditioned on the completion of the previously announced merger of Boston Merger Sub I Inc., a
wholly owned subsidiary of Builders FirstSource, Inc., a Delaware corporation (Builders FirstSource), with and into BMC, with BMC surviving the merger as a wholly-owned subsidiary of Builders FirstSource (the Merger),
pursuant to that certain Agreement and Plan of Merger, dated as of August 26, 2020, by and among Builders FirstSource, BMC and Boston Merger Sub I Inc. (the Redemption Condition). In BMCs discretion, the Redemption Date may be
delayed until such time as the Redemption Condition shall be satisfied (or waived by BMC in its sole discretion) or the redemption may not occur and the notice of redemption may be rescinded in the event that the Redemption Condition is not
satisfied (or waived by BMC in its sole discretion) by the Redemption Date or by the Redemption Date as so delayed. The completion of the Merger is subject to a number of conditions. As a result, there can be no assurance that the redemption will
occur on the Redemption Date or at all.
This Current Report on Form 8-K does not constitute a notice of
redemption of the Notes.
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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 Stock Holdings, Inc. (BMC) and Builders FirstSource, Inc. (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 material liabilities; the diversion of management time on issues related to the business combination; the effect of future
regulatory or legislative actions on the companies or the industries in which they operate; the risk that the credit ratings of the combined company may be different from what the parties expect; economic and foreign exchange rate volatility;
changes in