BMC Stock — Merger or Acquisition (August 2020)
21 slides from BMC Stock's merger presentation, Aug 27, 2020
Slide 1: Builders FirstSource + BMC Stock Holdings: Accelerating Growth, Building Value
Builders FirstSource + BMC Stock Holdings Accelerating Growth, Building Value August 27, 2020 Exhibit 99.2
Slide 2: Cautionary Notice
Cautionary Notice This communication, in addition to historical information, contains “forward-looking statements” (as defined in the Securities Litigation Reform Act of 1995) regarding, among other things, future events or the future financial performance of Builders FirstSource, Inc. (“Builders Fi
Slide 3: Additional Information and Where to Find It
Additional Information and Where to Find It In connection with the proposed business combination, Builders FirstSource intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include a prospectus with respect to the shares of common stock to be issu
Slide 4: Today's Presenters
Today’s Presenters Chad Crow Builders FirstSource President & Chief Executive Officer David Flitman BMC Stock Holdings President & Chief Executive Officer Peter Jackson Builders FirstSource Chief Financial Officer Jim Major BMC Stock Holdings Chief Financial Officer 8/27/2020
Slide 5: Highly Compelling Strategic Combination Creates the Premier Supplier of Building Materials and Services
Highly Compelling Strategic Combination Creates the Premier Supplier of Building Materials and Services Substantial Value Creation Through Targeted Synergies and Accretive to Earnings in Year One Enhanced and Expanded Suite of Value-Added Offerings Strong Financial Profile with Robust Free Cash Flow
Slide 6: Creating the Nation's Premier Supplier of Building Materials and Services
Creating the Nation’s Premier Supplier of Building Materials and Services Operations Market Capitalization(3) MSAs Served Synergies Adj. EBITDA(4) Adj. EBITDA Margin(4) $2.2 billion 101 Value-Added Product Facilities(1) 109 LBM Facilities(2) 45 7.5% $283 million 134 Value-Added Product Facilities(1)
Slide 7: Bringing Together Two Strong Track Records of M&A Integration and Value Creation
Bringing Together Two Strong Track Records of M&A Integration and Value Creation 2020+ 2010 2015 22 Total Acquisitions Completed Over the Last 10 Years Delivering Enhanced Value to Customers 17,500+ New Team Members Successfully Integrated 100%+ of Target Identified Synergy Value Delivered $110m run
Slide 8: Transaction Overview
Transaction Overview All-stock merger transaction Combined equity value of $5.5 billion and enterprise value of $6.9 billion(1)(2) BMC shareholders will receive 1.3125 Builders FirstSource shares for each BMC share Ownership at transaction close: Builders FirstSource shareholders (57%), BMC sharehol
Slide 9: Exceptional Scale and Diversity in a Fragmented Industry
1Combined TTM Net Sales as of 6/30/2020. Sum does not total due to rounding. 2Based on latest available data from ProSales magazine 2020 ProSales 100 list. Exceptional Scale and Diversity in a Fragmented Industry Manufactured products Other building products & services Windows, doors & millwork Lumb
Slide 10: Expansive Geographic Footprint and Deepened Local Relationships in High-Growth MSAs
Expansive Geographic Footprint and Deepened Local Relationships in High-Growth MSAs 550 Locations 42 States 26,000 Team Members Regional Breakdown by Combined Net Sales(2) 1Figures include co-located facilities on a single site. 2Combined TTM Net Sales as of 6/30/2020. 3Top 50 MSAs as ranked by new
Slide 11: Resilient Industry Dynamics and Record of Market Outperformance
Resilient Industry Dynamics and Record of Market Outperformance (2015 – Q2 2020 CAGR) Combined Net Sales Growth(6) vs. Housing Starts Growth(7) 1Projections for the 2020 – 2030 period based on consensus median. 2Average underbuild from 2010 – 2019, calculated as difference between annual household f
Slide 12: Enhanced Ability to Deliver Value-Added Offerings to Customers Nationwide
53 Facilities Enhanced Ability to Deliver Value-Added Offerings to Customers Nationwide Expands Value-Added Products Offering in the Top 20 Most Active MSAs(1) 1As measured by new housing units authorized by building permits for the 1/1/2020 – 6/30/2020 period (U.S. Census Bureau). 2Represents total
Slide 13: Platform and Resources to Accelerate Innovation and Integrate Even Further with Customers
Platform and Resources to Accelerate Innovation and Integrate Even Further with Customers Foundational Automation and Technology Capabilities Today… Integrated design, component selection and quotation Front-to-back project management Targeted digital marketing Fully-enabled online ordering platform
Slide 14: Unified Mission and Purpose to Better Serve Customers and Communities
Energy Efficient Products Delivery Optimization System Unified Mission and Purpose to Better Serve Customers and Communities Environmental Stewardship is a Priority for the Combined Company Helping Our Customers Achieve Various Green Building and Environmental Standards Elimination of Jobsite Waste
Slide 15: Substantial Value Creation Through Targeted Synergies
Selling, General & Administrative(2) Clearly identified cost savings opportunities Primary rationalization of suppliers, overhead expenses and facility footprint Integration plan in place with measurable objectives Experienced team with proven integration record to achieve full run-rate synergies wi
Slide 16: Strong Balance Sheet and Liquidity Provide Financial Flexibility
Strong Balance Sheet and Liquidity Provide Financial Flexibility Combined Maturity Profile(2)(5) 1Figure excludes expected upsized BLDR revolver. 2Assumes repayment of $350m Senior Secured Notes due 2024 held by BMC. 3Net Leverage Ratio calculated as Net Debt / TTM Q2 2020 Adjusted EBITDA. 4See TTM
Slide 17: Attractive Combination for All Stakeholders
Attractive Combination for All Stakeholders Combination to create nation’s premier supplier of building materials and services Complementary footprint with enhanced ability to service customers Scaled platform providing greater opportunities to team members Strong financial position with robust free
Slide 18: Appendix
Appendix Wekes s1z72000 ®
Slide 19: Reconciliation of Non-GAAP Financial Measures: Builders FirstSource Adj. EBITDA
Reconciliation of Non-GAAP Financial Measures Builders FirstSource Adj. EBITDA 1Costs associated with issuing and extinguishing long term debt in 2020 and 2019. 2Primarily relates to severance and one time cost. 3Sum may not total due to rounding. 8/27/2020 (3)
Slide 20: Reconciliation of Non-GAAP Financial Measures: BMC Stock Holdings Adj. EBITDA
Reconciliation of Non-GAAP Financial Measures BMC Stock Holdings Adj. EBITDA 1Represents asset impairment charges related to the closure or relocation of the operations of certain of the Company’s facilities, severance expense related to permanent headcount reductions due to the impact of the COVID-
Slide 21: Reconciliation of Non-GAAP Financial Measures: Free Cash Flow
Reconciliation of Non-GAAP Financial Measures Free Cash Flow (1) (1) 1Sum may not total due to rounding. 8/27/2020
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