Attached files
file | filename |
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EX-5.1 - EX-5.1 - BlueLinx Holdings Inc. | g26408exv5w1.htm |
S-1 - FORM S-1 - BlueLinx Holdings Inc. | g26408sv1.htm |
EX-99.3 - EX-99.3 - BlueLinx Holdings Inc. | g26408exv99w3.htm |
EX-99.2 - EX-99.2 - BlueLinx Holdings Inc. | g26408exv99w2.htm |
EX-99.6 - EX-99.6 - BlueLinx Holdings Inc. | g26408exv99w6.htm |
EX-99.4 - EX-99.4 - BlueLinx Holdings Inc. | g26408exv99w4.htm |
EX-23.1 - EX-23.1 - BlueLinx Holdings Inc. | g26408exv23w1.htm |
EX-99.5 - EX-99.5 - BlueLinx Holdings Inc. | g26408exv99w5.htm |
Exhibit 99.1
FORM OF
INSTRUCTIONS FOR USE OF
BLUELINX HOLDINGS INC. SUBSCRIPTION RIGHTS CERTIFICATES
INSTRUCTIONS FOR USE OF
BLUELINX HOLDINGS INC. SUBSCRIPTION RIGHTS CERTIFICATES
CONSULT EAGLE ROCK PROXY ADVISORS LLC,
OUR INFORMATION AGENT, AS TO ANY QUESTIONS
OUR INFORMATION AGENT, AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the Rights Offering)
by BlueLinx Holdings Inc., a Delaware corporation (the Company), to the holders of record (the
Record Holders) of its common stock, par value $0.01 per share (the Common Stock), as described
in the Companys Prospectus, dated [], 2011 (the Prospectus). Record Holders of Common Stock at
the close of business, on [], 2011 (the Record Date) are receiving transferable subscription
rights (the Rights) to subscribe for and purchase shares of the Companys Common Stock (the
Underlying Shares). An aggregate of [] Underlying Shares are being offered by the Prospectus.
Each Record Holder will receive one Right for every share of Common Stock owned of record as of the
close of business on the Record Date.
The Rights will expire, if not exercised, by 5:00 p.m., New York City time, on [], 2011,
unless extended by the Board of Directors of the Company (as so extended, the Expiration Date),
provided that the expiration date of the Rights Offering may not be extended by more than [] days
without the prior written consent of Cerberus ABP Investor LLC (Cerberus). After the Expiration
Date, unexercised Rights will be null and void. The Company will not be obligated to honor any
purported exercise of Rights received by Registrar and Transfer Company (the Subscription Agent)
after 5:00 p.m., New York City time, on the Expiration Date, regardless of
when the documents relating to such exercise were sent. The Board of Directors of the Company may
extend the Expiration Date by giving oral or written notice to the Subscription Agent on or before
the Expiration Date, followed by a press release no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date. The Rights are evidenced by
Rights certificates (the Subscription Rights Certificates).
Each Right allows the holder thereof to subscribe for [] of a share of Common Stock (the
Basic Subscription Right) at the cash price of $[] per whole share (the Subscription Price).
Fractional shares or cash in lieu of fractional shares will not be issued in the Rights Offering.
Fractional shares will be rounded down to the nearest whole number. As an example, if you owned 1,000
shares of Common Stock as of the Record Date, you would receive 1,000 subscription rights pursuant
to your Basic Subscription Right that would entitle you to purchase [] shares of common stock ([]
rounded down to the nearest whole share) at a subscription price of $[] per whole share.
In addition, each holder of Rights (other than Cerberus) who exercises his Basic Subscription
Right in full will be eligible to subscribe (the Over- Subscription Privilege), at the same
Subscription Price of $[] per whole share, for additional shares of Common Stock if any Underlying
Shares are not purchased by other holders of Rights under their Basic Subscription Rights as of the
Expiration Date (the Excess Shares). Each holder of Rights may exercise his Over-Subscription
Privilege only if he exercised his Basic Subscription Right in full and other holders of Rights do
not exercise their Basic Subscription Rights in full. If there is not a sufficient number of Excess
Shares to satisfy all requests for subscriptions made under the Over-Subscription Privilege, the
Company will allocate the remaining Excess Shares pro rata, after eliminating all fractional
shares, among those Rights holders who exercised their
Over-Subscription Privileges in proportion to the number of shares of Common Stock owned by such Right holder on the Record
Date, relative to the number of shares of Common Stock owned on the Record Date by all Right holders
exercising their Over-Subscription Privilege. If this pro rata allocation results in any person
receiving a greater number of Excess Shares than the person subscribed for pursuant to the exercise of
the Over-Subscription Privilege, then such person will be allocated only that number of Excess Shares for
which the person over-subscribed, and the remaining Excess Shares will be re-allocated among all other
persons exercising the Over-Subscription Privilege on the same pro rata basis described
above. The proration process will be repeated until all Excess Shares have been allocated. For the purposes of determining their
eligibility for the Over-Subscription Privilege, holders will be deemed to have exercised their
Rights under the Basic Subscription Right in full if they subscribe for the maximum number of whole
Underlying Shares available under their Basic Subscription Right. See The Rights OfferingThe
Subscription Rights in the Prospectus.
The
Company has entered into an investment agreement with Cerberus, who
beneficially owns approximately 55% of the outstanding Common Stock
prior to giving effect to the Rights Offering, under which, subject to
the terms and conditions thereof, Cerberus has agreed to purchase from us, at the Subscription Price, unsubscribed shares of
Common Stock such that gross proceeds of the Rights Offering will be no less than $60.0 million.
Do not send the Subscription Rights Certificate or payment to the Company. If you wish to
participate in the Rights Offering, the Subscription Agent must receive your completed Subscription
Rights Certificate, with full payment of the total subscription amount, including final clearance
of any uncertified personal checks, before
5:00 p.m., New York City time, on the Expiration Date. Once you have exercised your Rights, you cannot revoke the exercise of your
Rights. If you do not exercise your Rights before the Expiration Date, then they will expire and
you will have no further rights under them.
The number of Rights to which you are entitled is printed on the face of your Subscription
Rights Certificate. You should indicate your wishes with regard to the exercise of your Rights by
completing the appropriate portions of your Subscription Rights Certificate and returning the
certificate to the Subscription Agent in the envelope provided pursuant to the procedures described
in the Prospectus.
THE COMPLETED AND EXECUTED SUBSCRIPTION RIGHTS CERTIFICATE, WITH FULL PAYMENT FOR ALL OF THE SHARES
THAT YOU INTEND TO SUBSCRIBE FOR PURSUANT TO THE BASIC SUBSCRIPTION RIGHT AND THE OVER-SUBSCRIPTION
PRIVILEGE, INCLUDING FINAL CLEARANCE OF ANY UNCERTIFIED PERSONAL CHECKS, MUST BE RECEIVED BY THE
SUBSCRIPTION AGENT BEFORE 5:00 P.M., EASTERN STANDARD TIME, ON THE [], 2011, THE EXPIRATION DATE.
ONCE A RECORD HOLDER HAS EXERCISED ANY RIGHTS, SUCH EXERCISE MAY NOT BE REVOKED (UNLESS WE ARE
REQUIRED BY LAW TO PERMIT REVOCATION). SUBSCRIPTION RIGHTS THAT ARE NOT EXERCISED PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE WILL EXPIRE WITHOUT VALUE.
1. Method of SubscriptionExercise of Rights.
To exercise your Rights, complete your Subscription Rights Certificate and send the properly
completed and executed Subscription Rights Certificate, together with payment in full of the total
required subscription amount for all of the shares you intend to subscribe for pursuant to the
Basic Subscription Right and the Over-Subscription Privilege, to the Subscription Agent, by no
later than 5:00 p.m., New York City time, on the Expiration Date. Your full payment will be held in
a segregated account to be maintained by the Subscription Agent.
Your payment of the subscription price must be made in U.S. dollars and must be delivered in one of
the following ways:
| uncertified personal check payable to Registrar and Transfer Company; or | ||
| wire transfer of same day funds using the following wire instructions: | ||
[INSERT WIRE TRANSFER INSTRUCTIONS] |
If you wish to make payment by wire transfer, you must reference the account number listed on your
Subscription Rights Certificate.
Payments will be deemed to have been received upon clearance of any uncertified personal check or
receipt by the Subscription Agent of any wire transfer of immediately available funds. If you pay
by uncertified personal check, please note that your payment may take five (5) or more business
days to clear. Accordingly, if you wish to pay your subscription amount by means of uncertified
personal check, we urge you to deliver your payment to the Subscription Agent sufficiently in
advance of the Expiration Date to ensure that your payment is received and clears by the expiration
of the Rights Offering period.
The completed Subscription Rights Certificate and full payment of the total subscription amount
must be delivered to the Subscription Agent by one of the methods described below:
By mail:
|
By hand or overnight courier: | |
Registrar and Transfer Company
|
Registrar and Transfer Company | |
Attn: Reorg/Exchange Dept.
|
Attn: Reorg/Exchange Dept. | |
P.O. Box 645
|
10 Commerce Drive | |
Cranford, New Jersey 07016-0645
|
Cranford, New Jersey 07016 |
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Delivery to any address or by a method other than those set forth above will not constitute
valid delivery.
If you have any questions, require assistance regarding the method of exercising Rights or
require additional copies of relevant documents, please contact our information agent for the
rights offering, Eagle Rock Proxy Advisors, LLC, by calling (855) 612-6975 toll-free or, if you
are a bank or broker, (908) 497-2340.
When making arrangements with your bank or broker for the delivery of funds on your behalf,
you may also request such bank or broker to exercise the Subscription Rights Certificate on your
behalf.
Banks, brokers, and other nominee holders of Rights who exercise the Basic Subscription Right
and the Over-Subscription Privilege on behalf of beneficial owners of Rights will be required to
certify to the Subscription Agent and the Company, in connection with the exercise of the
Over-Subscription Privilege, as to the aggregate number of Rights that have been exercised and the
number of Underlying Shares that are being subscribed for pursuant to the Over-Subscription
Privilege, by each beneficial owner of Rights (including such nominee itself) on whose behalf such
nominee holder is acting. If more Excess Shares are subscribed for pursuant to the
Over-Subscription Privilege than are available for sale, the Excess Shares will be allocated, as
described above, among beneficial owners exercising the Over-Subscription Privilege in proportion
to such owners request of Rights pursuant to the Over-Subscription Privilege.
If the aggregate Subscription Price paid by you is insufficient to purchase the number of
Underlying Shares subscribed for, or if no number of Underlying Shares to be purchased is
specified, then you will be deemed to have exercised your Rights under the Basic Subscription Right
to purchase Underlying Shares to the full extent of the payment tendered.
If the aggregate Subscription Price paid by you exceeds the amount necessary to purchase the
number of Underlying Shares for which you have indicated an intention to subscribe (such excess
being the Subscription Excess), then the remaining amount will be returned to you by mail,
without interest or deduction, promptly after the Expiration Date and after all pro rata
allocations and adjustments contemplated by the terms of the Rights Offering have been effected.
2. Issuance of Common Stock.
Promptly following the expiration of the Rights Offering and the valid exercise of Rights
pursuant to the Basic Subscription Right and Over-Subscription Privilege, and after all pro rata
allocations and adjustments contemplated by the terms of the Rights Offering have been effected,
the following deliveries and payments will be made to the address shown on the face of your
Subscription Rights Certificate, or, if you hold your shares in book-entry form, such deliveries
and payments will be in the form of a credit to your account, unless you provide instructions to
the contrary in your Subscription Rights Certificate:
a. | Basic Subscription Right: The Subscription Agent will deliver to each exercising Rights holder the number of shares of Common Stock purchased pursuant to the Basic Subscription Right. See The Rights OfferingThe Subscription RightsBasic Subscription Right in the Prospectus. | ||
b. | Over-Subscription Privilege: The Subscription Agent will deliver to each Rights holder who validly exercises the Over-Subscription Privilege the number of shares of Common Stock, if any, allocated to such Rights holder pursuant to the Over-Subscription Privilege. See The Rights OfferingThe Subscription RightsOver-Subscription Privilege in the Prospectus. | ||
c. | Excess Cash Payments: The Subscription Agent will mail to each Rights holder who exercises the Over-Subscription Privilege any excess amount, without interest or deduction, received in payment of the Subscription Price for Excess Shares that are subscribed for by such Rights holder but not allocated to such Rights holder pursuant to the Over-Subscription Privilege. See The Rights OfferingSubscription PrivilegesOver-Subscription Privilege in the Prospectus. |
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3. Sale or Transfer of Rights.
The Rights will be transferable during the course of the subscription period, and we have
applied to list the Rights on the New York Stock Exchange under the symbol BX CRT beginning on or
about [], 2011, until 4:00 pm, New York City time, on the last trading day preceding the
Expiration Date, at which time they will cease to have value. As a result, you may transfer or sell
your Rights if you do not want to purchase any shares of our Common Stock. However, the Rights are
a new issue of securities with no prior trading market, and there can be no assurances provided as
to the liquidity of the trading market for the Rights or their market value.
If you are a beneficial owner of shares of
Common Stock on the Record Date or will receive your Rights through a broker, custodian bank or
other nominee, we will ask your broker, custodian bank or other nominee to notify you of the Rights
Offering. If you wish to sell your Rights through your broker, custodian bank or other nominee, you
must deliver your order to sell to your broker, custodian bank or other nominee such that it will
be actually received prior to 4:00 p.m., New York time, on [], 2011, the last business day prior
to the Expiration Time. If you sell your Rights through your broker, custodian bank or other
nominee your sales proceeds will be the actual sales price of
your Rights less any applicable brokers commission, taxes or
other fees.
If you are
a Record Holder of a Rights Certificate you may take your Rights
Certificate to a broker and request to sell the Rights represented
by the Certificate. The broker will instruct you as to what is
required to sell your Rights.
4. Commissions, Fees, and Expenses.
The Company will pay all fees charged by the Subscription Agent and the Information Agent
related to their acting in such roles in connection with the Rights Offering. However, all
commissions, fees, and other expenses (including brokerage commissions and fees and transfer taxes)
incurred in connection with the exercise of Rights will be for the account of the transferor of the
Rights, and none of such commissions, fees, or expenses will be paid by the Company, the
Information Agent, or the Subscription Agent.
5. Execution.
a. | Execution by Registered Holder. The signature on the Subscription Rights Certificate must correspond with the name of the registered holder exactly as it appears on the face of the Subscription Rights Certificate |
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without any alteration, enlargement or change whatsoever. Persons who sign the Subscription Rights Certificate in a representative or other fiduciary capacity on behalf of a registered holder must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority so to act. | |||
b. | Signature Guarantees. If you are neither a registered holder (or signing in a representative or other fiduciary capacity on behalf of a registered holder) nor an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, your signature must be guaranteed by such an eligible institution. |
6. Method of Delivery to Subscription Agent.
The method of delivery of Subscription Rights Certificates and payment of the Subscription
Price to the Subscription Agent will be at the election and risk of the Rights holder, but, if sent
by mail, it is recommended that such certificates and payments be sent by registered mail, properly
insured, with return receipt requested and that a sufficient number of days be allowed to ensure
delivery to the Subscription Agent and the clearance of payment prior to 5:00 p.m., New York City
time, on the Expiration Date. Any uncertified personal check used to exercise the Rights must
clear the appropriate financial institutions before 5:00 p.m., New York City time on the Expiration
Date. The clearinghouse may require five or more business days. Accordingly, holders who wish to
pay the subscription price by means of an uncertified personal check should make payment
sufficiently in advance of the expiration of the rights offering to ensure that the payment is
received and clears by that date.
7. Special Provisions Relating to the Delivery of Rights through the Depository Trust Company.
In the case of Rights that are held of record through the Depository Trust Company (the
Book-Entry Transfer Facility), exercises of the Basic Subscription Right and of the
Over-Subscription Privilege may be effected by instructing the Book-Entry Transfer Facility to
transfer Rights from the Book-Entry Transfer Facility account of such holder to the Book-Entry
Transfer Facility account of the Subscription Agent, together with certification as to the
aggregate number of Rights exercised and the number of Underlying Shares thereby subscribed for
pursuant to the Basic Subscription Right and the Over-Subscription Privilege by each beneficial
owner of Rights on whose behalf such nominee is acting, and payment of the Subscription Price for
each share of Common Stock subscribed for pursuant to the Basic Subscription Right and the
Over-Subscription Privilege. See the Companys Letter to Stockholders Who Are Record Holders and
the Nominee Holder Certification.
8. Determinations Regarding the Exercise of Your Rights
We will decide, in our sole discretion, all questions concerning the timeliness, validity,
form, and eligibility of the exercise of your Rights. Any such determinations by us will be final
and binding. We, in our sole discretion, may waive, in any particular instance, any defect or
irregularity or permit, in any particular instance, a defect or irregularity to be corrected within
such time as we may determine. We will not be required to make uniform determinations in all cases.
We may reject the exercise of any of your Rights because of any defect or irregularity. We will not
accept any exercise of Rights until all irregularities have been waived by us or cured by you
within such time as we decide, in our sole discretion.
Neither we, nor the Subscription Agent or Information Agent will be under any duty to notify
you of any defect or irregularity in connection with your submission of Subscription Rights
Certificates, and we will not be liable for failure to notify you of any defect or irregularity. We
reserve the right to reject your exercise of Rights if we determine that your exercise is not in
accordance with the terms of the Rights Offering, as set forth in the Prospectus and these
Instructions for Use, or in proper form. We will also not accept the exercise of your Rights if our
issuance of shares of our Common Stock to you could be deemed unlawful under applicable law.
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