sc13da5.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
BUILDERS
FIRSTSOURCE, INC.
|
(Name
of Issuer)
|
|
Common
stock, par value $0.01 per share
|
(Title
of Class of Securities)
|
|
12008R-10-7
|
(CUSIP
Number)
|
Building
Products, LLC
450
Lexington Avenue, 31st
Floor
New
York, New York 10017
(212)
286-8600
Attention:
Paul S. Levy
With
copies to:
Robert
B. Pincus, Esq.
|
Steven
J. Gartner, Esq.
|
Skadden,
Arps, Slate, Meagher & Flom LLP
|
Mark
A. Cognetti, Esq.
|
One
Rodney Square, P.O. Box 636
|
Willkie
Farr & Gallagher LLP
|
Wilmington,
Delaware 19899-0636
|
787
Seventh Avenue
|
(302)
651-3000
|
New
York, NY 10019-6099
|
|
(212)
728-8000
|
(Name,
Address and Telephone Number of Person Authorized
|
to
Receive Notices and Communications)
|
|
January
21, 2010
|
(Date
of Event Which Requires Filing of This
Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. □
NOTE: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*
|
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page.
|
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Building
Products, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
None
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
None
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
JLL
Partners Fund V, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
24,344,584*
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
24,344,584*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,344,584*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by JLL Partners Fund V, L.P. as of January 21, 2010. Together
with the shares of Common Stock of the Company that may be deemed to be
beneficially owned by the Warburg Pincus Reporting Persons as of such date, the
group may be deemed to beneficially own 48,792,009 shares, representing 51.4% of
all of the outstanding shares of Common Stock of the Company.
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
JLL
Associates V, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
24,344,584*
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
24,344,584*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,344,584*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by JLL Associates V, L.P. as of January 21, 2010. Together with
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by the Warburg Pincus Reporting Persons as of such date, the group may be
deemed to beneficially own 48,792,009 shares, representing 51.4% of all of the
outstanding shares of Common Stock of the Company.
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
JLL
Associates G.P. V, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
24,344,584*
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
24,344,584*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,344,584*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by JLL Associates G.P. V, L.L.C. as of January 21,
2010. Together with the shares of Common Stock of the Company that
may be deemed to be beneficially owned by the Warburg Pincus Reporting Persons
as of such date, the group may be deemed to beneficially own 48,792,009 shares,
representing 51.4% of all of the outstanding shares of Common Stock of the
Company.
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paul
S. Levy
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
24,344,584*
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
24,344,584*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,344,584*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by Paul S. Levy as of January 21, 2010. Together with the
shares of Common Stock of the Company that may be deemed to be beneficially
owned by the Warburg Pincus Reporting Persons as of such date, the group may be
deemed to beneficially own 48,792,009 shares, representing 51.4% of all of the
outstanding shares of Common Stock of the Company.
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
JWP
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
None
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
None
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Warburg
Pincus Private Equity IX, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
24,447,425*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
24,447,425*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,447,425*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by Warburg Pincus Private Equity IX, L.P. as of January 21,
2010. Together with the shares of Common Stock of the Company that
may be deemed to be beneficially owned by the JLL Reporting Persons as of such
date, the group may be deemed to beneficially own 48,792,009 shares,
representing 51.4% of all of the outstanding shares of Common Stock of the
Company.
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Warburg
Pincus IX, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
24,447,425*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
24,447,425*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,447,425*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by Warburg Pincus IX, LL as of January 21, 2010. Together with
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by the JLL Reporting Persons as of such date, the group may be deemed to
beneficially own 48,792,009 shares, representing 51.4% of all of the outstanding
shares of Common Stock of the Company.
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Warburg
Pincus Partners, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
24,447,425*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
24,447,425*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,447,425*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by Warburg Pincus Partners, LLC as of January 21,
2010. Together with the shares of Common Stock of the Company that
may be deemed to be beneficially owned by the JLL Reporting Persons as of such
date, the group may be deemed to beneficially own 48,792,009 shares,
representing 51.4% of all of the outstanding shares of Common Stock of the
Company.
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Warburg
Pincus LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
24,447,425*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
24,447,425*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,447,425*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by Warburg Pincus LLC as of January 21, 2010. Together with the
shares of Common Stock of the Company that may be deemed to be beneficially
owned by the JLL Reporting Persons as of such date, the group may be deemed to
beneficially own 48,792,009 shares, representing 51.4% of all of the outstanding
shares of Common Stock of the Company.
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Warburg
Pincus & Co.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
24,447,425*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
24,447,425*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,447,425*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by Warburg Pincus & Co. as of January 21, 2010. Together
with the shares of Common Stock of the Company that may be deemed to be
beneficially owned by the JLL Reporting Persons as of such date, the group may
be deemed to beneficially own 48,792,009 shares, representing 51.4% of all of
the outstanding shares of Common Stock of the Company.
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Charles
R. Kaye
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
24,447,425*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
24,447,425*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,447,425*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by Charles R. Kaye as of January 21, 2010. Together with the
shares of Common Stock of the Company that may be deemed to be beneficially
owned by the JLL Reporting Persons as of such date, the group may be deemed to
beneficially own 48,792,009 shares, representing 51.4% of all of the outstanding
shares of Common Stock of the Company.
SCHEDULE 13D
|
CUSIP No.
12008R-10-7
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Joseph
P. Landy
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
24,447,425*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
24,447,425*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,447,425*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
* Represents
the shares of Common Stock of the Company that may be deemed to be beneficially
owned by Joseph P. Landy as of January 21, 2010. Together with the
shares of Common Stock of the Company that may be deemed to be beneficially
owned by the JLL Reporting Persons as of such date, the group may be deemed to
beneficially own 48,792,009 shares, representing 51.4% of all of the outstanding
shares of Common Stock of the Company.
Pursuant to Rule 13d-2 promulgated
under the Securities Exchange Act of 1934, as amended, this Amendment No. 5 to
Schedule 13D (this “Amendment No. 5”) amends the Schedule 13D originally filed
with the United States Securities and Exchange Commission (the “SEC”) on March
2, 2006 (the “Original Schedule 13D”), as amended by Amendment No. 1
thereto filed with the SEC on December 8, 2006 (“Amendment No. 1”),
Amendment No. 2 thereto filed with the SEC on March 14, 2008 (“Amendment No.
2”), Amendment No. 3 thereto filed with the SEC on September 1, 2009
(“Amendment No. 3”), and Amendment No. 4 thereto filed with the SEC on
October 23, 2009 (“Amendment No. 4”) (the Original Schedule 13D, as amended
by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4, and this Amendment No 5, are collectively referred to herein as
the “Schedule 13D”).
This Amendment No. 5 relates to
the shares of the common stock, par value $0.01 per share (the “Common Stock”),
of Builders FirstSource, Inc., a Delaware corporation (the “Company”), owned by
Building Products, LLC, a Delaware limited liability company (“Building Products
LLC”); JLL Partners Fund V, L.P., a Delaware limited partnership (“JLL Fund V”);
JLL Associates V, L.P., a Delaware limited partnership (“JLL Associates V”) and
the general partner of JLL Fund V; JLL Associates G.P. V, L.L.C., a Delaware
limited liability company (“JLL Associates G.P. ”) and the general partner of
JLL Associates V; Mr. Paul S. Levy, the sole member of JLL Associates G.P. (JLL
Fund V, JLL Associates V, JLL Associates G.P., and Mr. Levy collectively being
the “JLL Reporting Persons”); and Warburg Pincus Private Equity IX, L.P., a
Delaware limited partnership (“Warburg Pincus Fund IX”); Warburg Pincus IX, LLC,
a New York limited liability company and sole general partner of Warburg Pincus
Fund IX (“WP IX LLC”); Warburg Pincus Partners, LLC, a New York limited
liability company and sole member of WP IX LLC (“WPP LLC”); Warburg Pincus LLC,
a New York limited liability company that manages Warburg Pincus Fund IX (“WP
LLC”); Warburg Pincus & Co., a New York general partnership and the managing
member of WPP LLC (“WP”); and Messrs. Charles R. Kaye and Joseph P. Landy, each
a Managing General Partner of WP and Co-President and Managing Member of WP LLC
(Warburg Pincus Fund IX, WP IX LLC, WPP LLC, WP LLC, WP, Mr. Kaye and Mr. Landy
collectively being the “Warburg Pincus Reporting Persons”); and JWP LLC, a
Delaware limited liability company (“JWP LLC”), the members of which are JLL
Fund V and Warburg Pincus Fund IX. Building Products LLC, the
JLL Reporting Persons, the Warburg Pincus Reporting Persons, and JWP LLC are
collectively referred to herein as the “Reporting Persons”). Except
as specifically amended by this Amendment No. 5, items in the Schedule 13D
are unchanged.
The agreement among the Reporting
Persons to file this Schedule 13D jointly in accordance with rule 13d-1(k)(1) of
the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit
A.
Information in this Amendment
No. 5 with respect to each of the Reporting Persons is given solely by that
particular Reporting Person, and none of the other Reporting Persons has any
responsibility for the accuracy or completeness of information with respect to
any other Reporting Person. Capitalized terms used herein that are
not defined herein have the meanings ascribed to them in the Schedule
13D.
Item
2. Identity and Background
Item
2 is hereby amended and supplemented by adding the following at the end
thereof:
(b) The
business address of JWP LLC is c/o JLL Partners, Inc., 450 Lexington
Avenue, 31st
Floor, New York, New York 10017.
(c) The
principal business of JWP LLC is to acquire, hold, and dispose of securities of
the Company, to receive dividends, interest, the return of principal, or other
passive income and gains in connection therewith, and to engage in such other
activities in connection therewith as its managing members deem necessary and
advisable.
(d) During
the last five years, neither JWP LLC nor, to the best of its knowledge, any of
its members has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During
the last five years, neither JWP LLC nor, to the best of its knowledge, any of
its members has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceedings was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activity subject to, federal
or state securities laws or finding any violations with respect to such
laws.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 is hereby amended and supplemented by adding the following at the end
thereof:
Pursuant to the Investment Agreement,
dated as of October 23, 2009, by and among the Company, JLL Fund V, and Warburg
Pincus Fund IX (as amended, the “Investment Agreement”), on January 21, 2010,
JLL Fund V caused Building Products LLC to purchase, on behalf of JLL Fund V,
12,857,143 shares of the Company’s Common Stock (the “JLL Rights Offering
Shares”) upon exercise of subscription rights in the Company’s Rights Offering
at a subscription price of $3.50 per share (the “Subscription
Price”). In addition, pursuant to the Investment Agreement, on
January 21, 2010, JLL Fund V caused JWP LLC to acquire, on behalf of JLL Fund V,
2,534,889.5 shares of the Company’s Common Stock (the “JLL Debt Exchange
Shares”) upon exchange of Second Priority Senior Secured Floating Rate Notes due
2012 (“2012 Notes) held by JWP LLC on behalf of JLL Fund V in the Company’s Debt
Exchange at an exchange price equal to the Subscription Price. The
aggregate amount of funds JLL Fund V used to acquire the JLL Rights Offering
Shares was $45,000,000.50. JLL Fund V obtained the funds used to
purchase the JLL Rights Offering Shares from capital contributions of its
partners or from working capital.
Pursuant to the Investment Agreement,
on January 21, 2010, Warburg Pincus Fund IX caused Building Products LLC to
purchase, on behalf of Warburg Pincus Fund IX, 12,857,143 shares of the
Company’s Common Stock ( the “Warburg Pincus Rights Offering Shares”), upon
exercise of subscription rights in the Company’s
Rights
Offering at the Subscription Price. In addition, pursuant to the
Investment Agreement, on January 21, 2010, Warburg Pincus Fund IX caused JWP LLC
to acquire, on behalf of Warburg Pincus Fund IX, 2,534,889.5 shares of the
Company’s Common Stock (the “Warburg Pincus Debt Exchange Shares”) upon exchange
of 2012 Notes held by JWP LLC on behalf of Warburg Pincus Fund IX in the
Company’s Debt Exchange at an exchange price equal to the Subscription
Price. The aggregate amount of funds Warburg Pincus Fund IX used to
acquire the Warburg Pincus Rights Offering Shares was
$45,000,000.50. Warburg Pincus Fund IX obtained the funds used to
purchase the Warburg Pincus Rights Offering Shares from capital contributions of
its partners or from working capital.
Item
4. Purpose of Transaction
Item
4 is hereby amended and supplemented by adding the following at the end
thereof:
JLL Fund V caused Building Products
LLC to purchase, on its behalf, the JLL Rights Offering Shares, and Warburg
Pincus Fund IX caused Building Products LLC to purchase, on its behalf, the
Warburg Pincus Rights Offering Shares because they believe that the Company
represents an attractive investment based on the Company’s business prospects
and strategy. JLL Fund V and Warburg Pincus Fund IX caused JWP LLC to
exchange, on their behalf, 2012 Notes for the JLL Debt Exchange Shares and the
Warburg Pincus Debt Exchange Shares, respectively, because they believe that the
Company represents an attractive investment based on the Company’s business
prospects and strategy.
As of the date of this Amendment No.
5, except as set forth in this Schedule 13D, there are no current plans or
proposals of the Reporting Persons that relate to or would result in any of the
actions identified in Item 4(a) through Item 4(j).
Item
5. Interest in Securities of the Issuer1
Item
5(a)(i) is hereby amended by replacing it in its entirety with the
following:
(a) (i) Building
Products LLC is the direct record owner of 43,319,389 shares of the Company’s
Common Stock, which represents 45.6% of the outstanding shares of the Company’s
Common Stock, although Building Products LLC may not be deemed to be the
beneficial owner of these shares by virtue of the terms of the Amended and
Restated Limited Liability Company Agreement of Building Products, LLC, adopted
on February 27, 2006 (as subsequently amended, the “BP LLC
Agreement”).
Item
5(a)(ii) is hereby amended by replacing it in its entirety with the
following:
(a) (ii) JWP
LLC is the owner of 5,069,779 shares of the Company’s Common Stock, which
represents 5.3% of the outstanding shares of the Company’s Common
1
|
Calculation of beneficial
ownership is based on 94,918,918 shares of the Company’s Common Stock as
of January 21, 2010, reported in the Company’s Current Report on Form 8-K
filed with the SEC on January 22,
2010.
|
Stock,
although JWP LLC may not be deemed to be the beneficial owner of these shares by
virtue of the terms of the Amended and Restated Limited Liability Company
Agreement of JWP LLC, dated as of August 31, 2009 (the “JWP LLC
Agreement”). JWP LLC disclaims beneficial ownership of the Company’s
Common Stock.
Item
5(a)(iii) is hereby amended by replacing it in its entirety with the
following:
(a) (iii)
By virtue of its position as a member of Building Products LLC and pursuant to
the BP LLC Agreement and by virtue of its position as a member of JWP LLC and
pursuant to the JWP LLC Agreement, JLL Fund V may be deemed to be the beneficial
owner of 24,344,584 shares of the Company’s Common Stock, which represent 25.6%
of the outstanding shares of the Company’s Common Stock.
Item
5(a)(iv) is hereby amended by replacing it in its entirety with the
following:
(a) (iv) By
virtue of its position as the general partner of JLL Fund V, JLL Associates V
may be deemed to be the beneficial owner of 24,344,584 shares of the Company’s
Common Stock, which represent 25.6% of the outstanding shares of the Company’s
Common Stock.
Item
5(a)(v) is hereby amended by replacing it in its entirety with the
following:
(a) (v) By
virtue of its position as the general partner of JLL Associates V, JLL
Associates G.P. may be deemed to be the beneficial owner of 24,344,584 shares of
the Company’s Common Stock, which represent 25.6% of the outstanding shares of
the Company’s Common Stock.
Item
5(a)(vi) is hereby amended by replacing it in its entirety with the
following:
(a) (vi)
By virtue of his position as the sole managing member of JLL Associates G.P.,
Mr. Levy may be deemed to be the beneficial owner of 24,344,584 shares of the
Company’s Common Stock, which represent 25.6% of the outstanding
shares of the Company’s Common Stock. Mr. Levy has a pecuniary
interest in only a portion of such shares.
Item
5(a)(vii) is hereby amended by replacing it in its entirety with the
following:
(a) (vii) By
virtue of its position as a member of Building Products LLC and pursuant to the
BP LLC Agreement, and by virtue of its position as a member of JWP LLC and
pursuant to the JWP LLC Agreement, and by virtue of its direct ownership of
402,841 shares of the Company’s Common Stock, Warburg Pincus Fund IX may be
deemed to be the beneficial owner of 24,447,425 shares of the Company’s Common
Stock, which represent 25.8% of the outstanding shares of the Company’s Common
Stock.
Item
5(a) is hereby amended and supplemented by adding the following:
(a) (viii) As
a result of their respective relationships with Warburg Pincus Fund IX and each
other, the Warburg Pincus Reporting Persons may be deemed to be the
beneficial
owners of 24,447,425 shares of the Company’s Common Stock, which represent 25.8%
of the outstanding shares of the Company’s Common Stock.
Item
5(b) is hereby amended by replacing it in its entirety with the
following:
Both Building Products LLC and JWP LLC
have no power to vote or dispose of shares of the Company’s Common
Stock. Each of the JLL Reporting Persons shares with JLL Fund V the
power to vote or direct the vote and to dispose or direct the disposition of
24,344,584 shares of the Company’s Common Stock. Each of the Warburg
Pincus Reporting Persons shares with Warburg Pincus Fund IX the power to vote or
to direct the vote and to dispose or to direct the disposition of 24,447,425
shares of the Company’s Common Stock.
Item
5(c) is hereby amended by replacing it in its entirety with the
following:
The Company’s Rights Offering expired
at 5:00 p.m., Eastern Time, on January 14, 2010. Pursuant to the
Investment Agreement, each of JLL Fund V and Warburg Pincus Fund IX delivered
notice to the Company on January 19, 2010, regarding its intention to cause
Building Products LLC to exercise, on its behalf, subscription rights in the
Rights Offering. On January 21, 2010, JLL Fund V caused Building
Products LLC to purchase, on behalf of JLL Fund V, the JLL Rights Offering
Shares at the Subscription Price. Also on January 21, 2010, Warburg
Pincus Fund IX caused Building Products LLC to purchase, on behalf of Warburg
Pincus Fund IX, the Warburg Pincus Rights Offering Shares at the Subscription
Price.
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, in exchange for 2012 Notes held by JWP LLC on behalf of JLL Fund
V, the JLL Debt Exchange Shares, based on an exchange price per share equal to
the Subscription Price and otherwise in accordance with the terms of the
Investment Agreement, and $40,036,886.16 in cash. Also 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, in exchange for 2012 Notes held by JWP
LLC on behalf of Warburg Pincus Fund IX, the Warburg Pincus Debt Exchange
Shares, based on an exchange price per share equal to the Subscription Price and
otherwise in accordance with the terms of the Investment Agreement, and
$40,036,886.16 in cash.
Except as set forth in this Item 5(c),
no transactions in the Company’s Common Stock were effected by any of the
Reporting Persons during the sixty days preceding the date of this Amendment No.
5.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item
6 is hereby amended and supplemented by adding the following at the end
thereof:
The information provided in Item 4 of
this Amendment No. 5 is incorporated by reference to this Item
6.
In addition, on January 21, 2010, at
the close of the Company’s Recapitalization Transactions, JLL Fund V and Warburg
Pincus Fund IX entered into a registration rights agreement (the “Registration
Rights Agreement”) with the Company with respect to the shares of the Company’s
Common Stock owned by JLL Fund V, Warburg Pincus Fund IX, and their affiliates,
including Building Products LLC and JWP LLC. The Registration Rights
Agreement provides that, upon the request of JLL Fund V or Warburg Pincus Fund
IX, the Company will register under the Securities Act the shares of the
Company’s Common Stock held by JLL Fund V or Warburg Pincus Fund IX (or any of
their affiliates), as applicable, for sale in accordance with its intended
method of disposition, and will take other actions as are necessary to permit
the sale of the shares in various jurisdictions. In addition, the
Registration Rights Agreement provides that, if the Company registers any of its
equity securities either for its own account or for the account of other
security holders, JLL Fund V and Warburg Pincus Fund IX are entitled to notice
of the registration and may include their shares in the registration, subject to
certain customary underwriters’ “cut-back” provisions. Pursuant to
the Registration Rights Agreement, all fees, costs, and expenses of underwritten
registrations will be borne by the Company, other than underwriting discounts
and selling commissions, which will be borne by each stockholder selling its
shares. The Company’s obligation to register the shares and take
other actions is subject to certain restrictions on, among other things, the
frequency of requested registrations, the number of shares to be registered, and
the duration of these rights. A copy of the Registration Rights
Agreement is attached hereto as Exhibit B and incorporated by reference
herein.
Item
7. Material to be Filed as Exhibits
Exhibit A
|
Joint
Filing Agreement, dated as of January 22, 2010.
|
|
|
Exhibit B
|
Registration
Rights Agreement, dated as of January 21,
2010.
|
SIGNATURES
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
BUILDING
PRODUCTS, LLC
|
|
|
/s/
Paul S. Levy
|
|
|
Paul
S. Levy, Manager
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
JLL
PARTNERS FUND V, L.P.
|
|
|
By
its General Partner, JLL Associates V, L.P.
|
|
By
its General Partner, JLL Associates G.P. V, L.L.C.
|
|
|
/s/
Paul S. Levy
|
|
|
Paul
S. Levy, as Managing Member of JLL Associates G.P. V,
L.L.C.
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
JLL
ASSOCIATES V, L.P.
|
|
|
By
its General Partner, JLL Associates G.P. V, L.L.C.
|
|
|
/s/
Paul S. Levy
|
|
|
Paul
S. Levy, as Managing Member of JLL Associates G.P. V,
L.L.C.
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
JLL
ASSOCIATES G.P. V, L.L.C.
|
|
|
/s/
Paul S. Levy
|
|
|
Paul
S. Levy, as Managing Member
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
/s/
Paul S. Levy
|
|
|
Paul
S. Levy
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
WARBURG
PINCUS PRIVATE EQUITY IX, L.P.
|
|
|
|
By
its General Partner, Warburg Pincus IX, LLC
|
|
By
its Sole Member, Warburg Pincus Partners, LLC
|
|
By
its Managing Member, Warburg Pincus & Co.
|
|
|
|
/s/
Scott A. Arenare
|
|
|
Scott
A. Arenare
|
|
Partner
|
|
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
WARBURG
PINCUS IX, LLC
|
|
|
|
By
its Sole Member, Warburg Pincus Partners, LLC
|
|
By
its Managing Member, Warburg Pincus & Co.
|
|
|
|
/s/
Scott A. Arenare
|
|
|
Scott
A. Arenare
|
|
Partner
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
WARBURG
PINCUS PARTNERS, LLC
|
|
|
|
By
its Managing Member, Warburg Pincus & Co.
|
|
|
|
/s/
Scott A. Arenare
|
|
|
Scott
A. Arenare
|
|
Partner
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
WARBURG
PINCUS LLC
|
|
|
|
|
|
/s/
Scott A. Arenare
|
|
|
Scott
A. Arenare
|
|
Managing
Director
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
WARBURG
PINCUS & CO.
|
|
|
|
|
|
/s/
Scott A. Arenare
|
|
|
Scott
A. Arenare
|
|
Partner
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
/s/
Scott A. Arenare
|
|
|
Charles
R. Kaye
|
|
By: Scott
A. Arenare
|
|
Attorney-in-Fact
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
/s/
Scott A. Arenare
|
|
|
Joseph
P. Landy
|
|
By: Scott
A. Arenare
|
|
Attorney-in-Fact
|
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
January 22, 2010
|
JWP
LLC
|
|
|
|
By
JLL Partners Fund V, L.P.
|
|
|
|
By
its General Partner, JLL Associates V, L.P.
|
|
By
its General Partner, JLL Associates G.P. V, L.L.C.
|
|
|
|
/s/
Paul S. Levy
|
|
|
Paul
S. Levy, as Managing Member of JLL Associates G.P. V,
L.L.C.
|
|
|
|
|
|
By
Warburg Pincus Private Equity IX, L.P.
|
|
|
|
By
its General Partner, Warburg Pincus IX, LLC
|
|
By
its Sole Member, Warburg Pincus Partners, LLC
|
|
By
its Managing Member, Warburg Pincus & Co.
|
|
|
|
/s/
Scott A. Arenare
|
|
|
Scott
A. Arenare
|
|
Partner
|