Attached files
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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-99.6 - 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 |
EX-99.1 - EX-99.1 - BlueLinx Holdings Inc. | g26408exv99w1.htm |
Exhibit 99.2
FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS
BLUELINX HOLDINGS INC.
[] Shares of Common Stock
Offered Pursuant to Rights Distributed to Record Stockholders of
BlueLinx Holdings Inc.
Offered Pursuant to Rights Distributed to Record Stockholders of
BlueLinx Holdings Inc.
[], 2011
Dear Stockholder:
This notice is being distributed by BlueLinx Holdings Inc. (the Company) to all holders of
record of shares of its common stock, par value $0.01 per share (the Common Stock), at the close
of business, on [], 2011 (the Record Date), in connection with the distribution in a rights
offering (the Rights Offering) of transferable subscription rights (the Rights) to subscribe
for and purchase shares of Common Stock. The Rights are described in the Companys Prospectus,
dated [], 2011 (the Prospectus).
In the Rights Offering, the Company is offering an aggregate of [] shares of its Common Stock
(the Underlying Shares) pursuant to the Prospectus. 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, 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) (as it may be
extended, the Expiration Date).
As described in the accompanying 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.
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.
You will be required to submit payment in full for all of the shares of Common Stock you wish
to buy pursuant to the exercise of the Basic Subscription Right and the Over-Subscription Privilege
to Registrar and Transfer Company (the Subscription Agent) by no later than 5:00 p.m., New York
City time, on the Expiration Date. Any
excess subscription payment that you may pay to the
Subscription Agent in the Rights Offering will be returned to you by the Subscription Agent,
without interest or penalty, as soon as practicable following the completion of the Rights
Offering.
The Rights are evidenced by Rights certificates (the Subscription Rights Certificates). The
Rights will be transferable until 4:00 p.m., New York City time, on the last trading day preceding
the Expiration Date, at which time they will cease to have value.
Enclosed are copies of the following documents:
1. | Prospectus; | ||
2. | Subscription Rights Certificate; | ||
3. | Instructions for Use of BlueLinx Holdings Inc. Subscription Rights Certificates; and | ||
4. | A return envelope addressed to the Subscription Agent. |
Your prompt action is requested if you intend to participate in the Rights Offering. To
exercise your Rights, you must deliver your properly completed and signed Subscription Rights
Certificate, together with your payment in full of the total subscription amount that is required
for all of the shares that you intend to subscribe for pursuant to the Basic Subscription Right and
the Over-Subscription Privilege, to the Subscription Agent as described further in the Prospectus.
Do not send the Subscription Rights Certificate or payment to the Company. Your properly completed
and signed Subscription Rights Certificate accompanied by full payment of your total subscription
amount must be received by the Subscription Agent, and your payment must clear, by no later than
5:00 p.m., New York City time, on the Expiration Date. Once you have exercised your Rights, you may
not cancel, revoke or otherwise amend the exercise of your Rights (unless we are required by law to
permit revocation). Any Rights that are not exercised prior to 5:00 p.m., New York City time, on
the Expiration Date will expire and you will have no further rights under them.
Additional copies of the enclosed materials may be obtained from the Information Agent, Eagle
Rock Proxy Advisors, LLC, by calling (855) 612-6975 toll-free or, if you are a bank or broker,
(908) 497-2340. You may also contact our information agent if you have any questions on the Rights
Offering or require any assistance in exercising your Rights.
Very truly yours,
BLUELINX HOLDINGS INC.
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