Kirkland & Ellis LLP represents Building Materials Holding Corporation (BMC), which along with Stock Building Supply Holdings, Inc. (NASDAQ: STCK), announced today the signing of a definitive merger agreement under which the two companies will combine in an all-stock transaction. The combined company is expected to have an implied pro forma enterprise value of $1.5 billion based on Stock Building Supply’s closing price on June 2. The transaction will create a premier provider of lumber, diversified building products and construction services with over $2.7 billion in pro forma 2014 revenues and enhanced product and service offerings.
Under the terms of the agreement, which has been unanimously approved by the board of directors of both companies, BMC shareholders will receive 0.5231 newly issued Stock Building Supply shares for each BMC share. Upon the closing of the transaction, BMC shareholders will own approximately 60 percent of the merged entity, with Stock Building Supply stockholders owning approximately 40 percent. The transaction is structured to be tax-free to the shareholders of both companies, and is expected to close in the fourth quarter of 2015, subject to approval by both Stock Building Supply and BMC shareholders and typical regulatory clearances.
The Kirkland & Ellis team is led by corporate partner Sean Rodgers and associate John Kupiec.
More information on the transaction is available here.