US LBM Announces Senior Notes Offering By BCPE Ulysses Merger Sub, Inc. To Finance Previously Announced Acquisition By Bain Capital Private Equity

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Dec 04, 2020, 08:45 ET

BUFFALO GROVE, Ill., Dec. 4, 2020 /PRNewswire/ -- US LBM, a leading distributor of specialty building materials in the United States, today announced that BCPE Ulysses Merger Sub, Inc. ("Merger Sub"), an affiliate of Bain Capital Private Equity, formed in connection with the previously announced proposed acquisition of US LBM's parent LBM Acquisition, LLC by Bain Capital Private Equity pursuant to a definitive agreement (the "Merger Agreement") intends to offer $390 million in aggregate principal amount of Senior Notes due 2028 (the "Notes"), subject to market and other customary conditions.

Merger Sub intends to use the net proceeds from the Notes offering, together with borrowings under new senior secured credit facilities, to (i) finance and consummate the acquisition and fund other payments contemplated by the Merger Agreement, (ii) repay in full all outstanding indebtedness under US LBM's existing credit facilities, (iii) pay fees, expenses and premiums incurred in connection with these transactions, and (iv) use for working capital and general corporate purposes to the extent of any remaining proceeds.

Upon consummation of the acquisition, Merger Sub will merge with and into LBM Acquisition, LLC, with LBM Acquisition, LLC continuing as the surviving entity. The Notes will be guaranteed jointly and severally on a senior unsecured basis by certain existing and future wholly owned domestic subsidiaries of LBM Acquisition, LLC that guarantee the new senior secured credit facilities.

The Notes and the related guarantees are being offered to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the Securities Act or any state or other jurisdiction's securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdiction's securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

US LBM is a leading distributor of specialty building materials in the United States. Offering a comprehensive portfolio of specialty products, including windows, doors, millwork, wallboard, roofing, siding, engineered components and cabinetry, US LBM combines the scale and operational advantages of a national platform with a local go-to-market strategy through its national network of locations across the country.

Contact:
Timothy Wirth
1-484-8865705
[email protected]

SOURCE US LBM