4//SEC Filing
Builders FirstSource, Inc. 4
Accession 0001209191-10-004536
$BLDRCIK 0001316835operating
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 7:34 PM ET
Size
16.1 KB
Accession
0001209191-10-004536
Insider Transaction Report
Form 4
JLL PARTNERS FUND V LP
10% Owner
Transactions
- Exercise of In-Money
Common Stock, par value $0.01 per share
2010-01-21$3.50/sh+12,857,143$45,000,001→ 21,809,694.5 total(indirect: By LLC) - Other
Common Stock, par value $0.01 per share
2010-01-21$3.50/sh+2,534,889.5$8,872,113→ 24,344,584 total(indirect: By LLC) - Exercise of In-Money
Subscription Rights (right to buy)
2010-01-21−12,857,143→ 0 total(indirect: By LLC)Exercise: $3.50From: 2009-12-15Exp: 2010-01-19→ Common Stock, par value $0.01 per share (12,857,143 underlying)
JLL Associates V, L.P.
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2010-01-21$3.50/sh+2,534,889.5$8,872,113→ 24,344,584 total(indirect: By LLC) - Exercise of In-Money
Common Stock, par value $0.01 per share
2010-01-21$3.50/sh+12,857,143$45,000,001→ 21,809,694.5 total(indirect: By LLC) - Exercise of In-Money
Subscription Rights (right to buy)
2010-01-21−12,857,143→ 0 total(indirect: By LLC)Exercise: $3.50From: 2009-12-15Exp: 2010-01-19→ Common Stock, par value $0.01 per share (12,857,143 underlying)
JLL Associates G.P. V, L.L.C.
10% Owner
Transactions
- Exercise of In-Money
Common Stock, par value $0.01 per share
2010-01-21$3.50/sh+12,857,143$45,000,001→ 21,809,694.5 total(indirect: By LLC) - Exercise of In-Money
Subscription Rights (right to buy)
2010-01-21−12,857,143→ 0 total(indirect: By LLC)Exercise: $3.50From: 2009-12-15Exp: 2010-01-19→ Common Stock, par value $0.01 per share (12,857,143 underlying) - Other
Common Stock, par value $0.01 per share
2010-01-21$3.50/sh+2,534,889.5$8,872,113→ 24,344,584 total(indirect: By LLC)
Footnotes (6)
- [F1]These shares of common stock, par value $0.01 per share, of Builders FirstSource, Inc. (the "Company") were purchased by Building Products, LLC ("Building Products") pursuant to that certain Investment Agreement, dated as of October 23, 2009 (as amended, the "Investment Agreement"), by and among JLL Partners Fund V, L.P., Warburg Pincus Private Equity IX, L.P. and the Company, upon exercise of subscription rights issued pro rata to holders of the Company's common stock as of the close of business on December 14, 2009, to purchase shares of the Company's common stock at a subscription price of $3.50 per share (the "Rights Offering") under the basic subscription privilege of the Rights Offering.
- [F2]The reporting persons disclaim beneficial ownership of these securities except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- [F3]This report is filed jointly by JLL Partners Fund V, L.P., JLL Associates V, L.P. and JLL Associates G.P. V, L.L.C. JLL Partners Fund V, L.P. indirectly beneficially owns 21,809,694.5 shares of common stock of the Company by virtue of its position as a member of Building Products and pursuant to the Amended and Restated Limited Liability Company Agreement of Building Products. JLL Associates V, L.P. is the general partner of JLL Partners Fund V, L.P. JLL Associates G.P. V, L.L.C. is the general partner of JLL Associates V, L.P.
- [F4]These shares of common stock of the Company were acquired pursuant to the provisions of the Investment Agreement that obligated JLL Partners Fund V, L.P. to cause JWP LLC to exchange $48.909 million in aggregate principal amount of the Second Priority Senior Secured Floating Notes due 2012 of the Company held by JWP LLC. On January 21, 2010, upon the closing of the Company's debt exchange, after the allocation of shares of the Company's common stock in accordance with the proration required in the debt exchange, JWP LLC received, on behalf of JLL Partners Fund V, L.P., 2,534,889.5 shares of the Company's common stock in the debt exchange at an exchange price per share of $3.50 and $40,036,886.16 in cash.
- [F5]JLL Partners Fund V, L.P., indirectly beneficially owns 2,534,889.5 shares of common stock of the Company by virtue of its position as a member of JWP LLC and pursuant to the Amended and Restated Limited Liability Company Agreement of JWP LLC. JLL Associates V, L.P. is the general partner of JLL Partners Fund V, L.P. JLL Associates G.P. V, L.L.C. is the general partner of JLL Associates V, L.P.
- [F6]These subscription rights were exercised by JLL Partners Fund V, L.P. pursuant to the Investment Agreement under its basic subscription privilege in the Rights Offering, as described above in Footnote 1.
Documents
Issuer
Builders FirstSource, Inc.
CIK 0001316835
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001316835
Filing Metadata
- Form type
- 4
- Filed
- Jan 21, 7:00 PM ET
- Accepted
- Jan 22, 7:34 PM ET
- Size
- 16.1 KB