Business Context and Reporting Period
This Form 8-K Current Report was filed by Builders FirstSource, Inc. on February 27, 2006. The filing details a significant change in the ownership structure of the company's majority stockholder, Building Products, LLC, and the resulting reorganization of the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and ownership changes rather than financial performance.
Material Changes
On February 27, 2006, JLL Partners Fund V, L.P. and Warburg Pincus Private Equity IX, L.P. each acquired 50% of the limited liability company interests of Building Products, LLC from JLL Partners Fund II, L.P., JLL Partners Fund III, L.P., and Mr. Marvin Schwartz. This transaction triggered the following changes:
- The Board of Directors was expanded from 7 to 9 members.
- Alexander R. Castaldi resigned as a Board member and Chairman of the Audit Committee.
- Floyd F. Sherman resigned as a Class III Director and was re-elected as a Class II Director.
- Four new directors were appointed: Michael Graff (Class I), Floyd F. Sherman (Class II), Kevin J. Kruse (Class II), and David A. Barr (Class III).
- Robert C. Griffin was appointed Chairman of the Audit Committee, replacing Mr. Castaldi.
- Brett N. Milgrim was appointed to the Audit Committee.
Outlook, Risks, and Management Commentary
Under the Amended and Restated Limited Liability Company Agreement dated February 27, 2006, Building Products agreed to use commercially reasonable efforts to ensure the Board includes at least six directors selected by Building Products. These selections will be split equally between JLL Fund V and Warburg, subject to adjustments based on relative ownership changes. Messrs. Graff, Kruse, and Barr were specifically selected by Warburg for their Board appointments.
Investor Verification Checklist
- Verify the final composition of the Board of Directors and the specific terms of the new directors' appointments.
- Confirm the updated ownership percentages of JLL Fund V and Warburg in Building Products, LLC.
- Review the Amended and Restated Limited Liability Company Agreement for details on future director selection rights.
- Check for any subsequent filings regarding the resignation of Alexander R. Castaldi and the appointment of Robert C. Griffin as Audit Committee Chair.