Slide 1: Acquisition of ProBuild
Exhibit 99.2 Acquisition of ProBuild Creating a Diversified National Pro Dealer April 13, 2015
Slide 2: Disclaimer
Disclaimer Before we begin, I would like to remind you that during the course of this conference call, management may make statements that are not purely historical facts or that necessarily depend upon future events, including statements about expected market share gains, forecasted financial perfo
Slide 3: Today’s Presenters
Today’s Presenters Floyd F. Sherman Chief Executive Officer Chad Crow President, Chief Operating Officer & Chief Financial Officer 3
Slide 4: Builders FirstSource’s Acquisition of ProBuild
Builders FirstSource’s Acquisition of ProBuild Builders FirstSource today announced that it has entered into an agreement to acquire ProBuild in an all-cash transaction valued at approximately $1.63 billion. As part of the transaction, Builders FirstSource will also assume certain liabilities. Creat
Slide 5: Transaction Overview
Transaction Overview Purchase Price $1.63 billion Form of All-Cash Consideration Cost Savings $100 million to $120 million annual run-rate, pre-tax savings within two years (1) Transaction is expected to be significantly and immediately accretive to EPS Incremental net present value of approximately
Slide 6: Overview of ProBuild Holdings, Inc.
Overview of ProBuild Holdings, Inc. Company Overview Creation of ProBuild (1855 to 2008) ProBuild Holdings, Inc. (“ProBuild”) is one of the largest 1997: Acquired and taken private by FMR 2006 2008 distributors of building materials in the United States Strober (1912) (2006) Operates lumberyards, co
Slide 7: Transaction Economics
Transaction Economics Total Transaction Value: $1.82 billion(1) $ Millions Purchase Multiple 2014A ProBuild Adj. EBITDA (2) $190 9.6x w/ Cost Savings (3) $300 6.1x Attractive Purchase Multiple Leading to Significant Returns (1) Based on $1.63 billion purchase price plus assumption of $300 million of
Slide 8: Transformative Impact
Transformative Impact Builders ($ in millions) FirstSource ProBuild Cost Savings Pro Forma Total (1) (2) Sales $1,660 $4,430 $6,090 (1) (2)(3) (4) Adj. EBITDA $76 $190 $110 $376 % Margin 4.5% 4.3% 6.2% Acquisition of ProBuild Is a Transformative Transaction for Builders FirstSource Source: Company f
Slide 9: Builders FirstSource and ProBuild: Value Creating Combination
Builders FirstSource and ProBuild: Value Creating Combination Combined company will generate ~$6 billion in sales Greater Diversification 1 More balanced end customer exposure & Scale More diversified sales by region National footprint Improved Geographic 2 Presence in 74 of the top 100 and 24 of th
Slide 10: Greater Diversification and Scale
1 Greater Diversification and Scale Sales by End Use (1) Sales by Geography(1) BLDR Pro Forma BLDR Pro Forma 2014 Sales 2014 Sales(2) 2014 Sales 2014 Sales(2) Commercial & Other Commercial & Other 10% 5% California Northeast Alaska 4% Southeast Remodeling 15% 5% 31% 5% Remodeling 22% Northwest 8% So
Slide 11: Improved Geographic Footprint
2 Improved Geographic Footprint Pro Forma U.S. Coverage with Limited Overlapping Regional Coverage Presence in Top 100 MSAs (2) BLDR( 80 Locations) (1) 74 ProBuild(364 Locations) (1) 71 27 BLDR ProBuild Pro Forma Source: Builders FirstSource Management, U.S. Census. (1) Based on most recent company
Slide 12: Expanded Sales of Higher Margin Products
3 Expanded Sales of Higher Margin Products 2014 Sales by Product Category 2014 Adjusted EBITDA Margin BLDR (3) ProBuild 33% 29% 39% 15% 32% 15% 20% 17% Lumber Components Value-added Products Millwork 53%(1) 32%(1) Other (2) Conclusion: BLDR brings significant expertise selling value-added (3) produc
Slide 13: Significant Cost Savings Potential
Significant Cost Savings Potential Focus on Integration and Cost Savings Realization Estimated Run Rate Cost Savings of $100mm to $120mm ($ in Millions) General & Network Administrative Consolidation ~45% ~20% Actions taken to realize 72% (1) of run-rate $110 savings by the $102 end of Year 1 $79 Pr
Slide 14: Favorable Timing and Growth Potential
5 Favorable Timing and Growth Potential Adj. EBITDA Consistent growth to adjusted EBITDA ($ in Millions) $376 and margins Cost Savings 110 (1) Strong momentum lifting sales Adjusted EBITDA reflects substantial $187 internal improvements 190 Significant cost savings meaningfully 125 enhance EBITDA an
Slide 15: Significant Cash Flow Generation Supports Deleveraging
6 Significant Cash Flow Generation Supports Deleveraging Net Debt / Pro Forma Adjusted EBITDA (1) Pro Forma net funded debt of $1.79 billion at close(2) Deleverages 5.6x (3) materially in – 5.0x PF 2014 Lease Adjusted EBITDA of first 3 years $355 million (1)(2) 4.8x (4) – Pro Forma net debt includin
Slide 16: An Exciting Opportunity to Drive Growth and Create Significant Shareholder Value
An Exciting Opportunity to Drive Growth and Create Significant Shareholder Value Consistent with Growth Strategy Enhances Geographic Presence and Diversity Attractive Multiple / Returns Above Cost of Capital Significant Cost Savings Enhanced Free Cash Flow Generation / Expected Deleveraging Optimal
Slide 17: Appendix
— Appendix LN Builders 8
Slide 18: Reconciliation of GAAP to Adjusted Measures
Reconciliation of GAAP to Adjusted Measures Builders FirstSource Adjusted EBITDA Reconciliation Fiscal Year ($ in millions) 2012A 2013A 2014A Net Income (Loss) ($56.9) ($42.7) $18.2 Reconciling Items: Depreciation & Amortization $11.1 $9.3 $9.5 Interest Expense 45.1 89.6 30.3 Income Tax Expense 0.6
Slide 19: Reconciliation of GAAP to Adjusted Measures (Cont’d)
Reconciliation of GAAP to Adjusted Measures (Cont’d) ProBuild Adjusted EBITDA Reconciliation Fiscal Year ($ in millions) 2012A 2013A 2014A Net Loss Attributable to PBH Inc. ($13.1) ($19.1) ($11.2) Minority Interest ($148.4) ($21.6) $36.4 Net Income (Loss) ($161.5) ($40.7) $25.2 Reconciling Items: De
Slide 20: Pro Forma Builders FirstSource Capitalization
Pro Forma Builders FirstSource Capitalization Pro Forma Builders FirstSource Capitalization Liquidity ~ $400 million of liquidity at closing As of ($ in millions) 12/31/2014 Cash and Cash Equivalents $158 Rollover $350 million of existing BLDR Senior Secured Notes (1) Existing BLDR Debt $354 New deb
Slide 21: Additional Information and Where to Find It
Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the possible acquisition of shares of common stock of Builders FirstSource by JLL Partners Fund V. L.P and Warburg Pincus Private Equity IX, L.P, pursuant to the terms of an Equity