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-99.2 - 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 |
EX-99.1 - EX-99.1 - BlueLinx Holdings Inc. | g26408exv99w1.htm |
Exhibit 99.3
FORM OF LETTER TO NOMINEE HOLDERS
WHOSE CLIENTS ARE BENEFICIAL HOLDERS
WHOSE CLIENTS ARE BENEFICIAL 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
To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks, trust companies and
other nominees in connection with the rights offering (the Rights Offering) by BlueLinx Holdings
Inc. (the Company) of shares of its Common Stock, par value $0.01 per share (the Common Stock),
pursuant to transferable subscription rights (the Rights) distributed to all holders of record
(Record Holders) of shares of Common Stock, at the close of business on [], 2011 (the Record
Date). 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
pursuant to the Prospectus. The Rights will expire, if not exercised, by 5:00 p.m., Eastern 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.
The Rights are evidenced by a Rights certificate (a Subscription Rights Certificate)
registered in your name or the name of your nominee. Each beneficial owner of shares of Common
Stock registered in your name or the name of your nominee is entitled to one Right for every share
of Common Stock owned by such beneficial owner as of the Record Date. The Rights will be
transferable until 4:00 p.m., New York time, on the last trading day preceding the Expiration Date,
at which time they will cease to have value.
We are asking persons who hold shares of Common Stock beneficially and who have received the
Rights distributable with respect to those shares through a broker, dealer, commercial bank, trust
company or other nominee, as well as persons who hold certificates of Common Stock directly and
prefer to have such institutions effect transactions relating to the Rights on their behalf, to
contact the appropriate institution or nominee and request it to effect the transactions for them.
In addition, we are asking beneficial owners who wish to obtain a separate Subscription Rights
Certificate to contact the appropriate nominee as soon as possible and request that a separate
Subscription Rights Certificate be issued.
Please take prompt action to notify any beneficial owners of Common Stock as to the Rights
Offering and the procedures and deadlines that must be followed to exercise their Rights. If you
exercise the Over-Subscription Privilege on behalf of beneficial owners of Rights, you 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 pursuant to the Basic Subscription Privilege, whether the Basic Subscription Privilege of
each beneficial owner of Rights on whose behalf you are acting has been exercised in full and the
number of shares of Common Stock being subscribed for pursuant to the Over-Subscription Privilege
by each beneficial owner of Rights on whose behalf you are acting.
All commissions, fees and other expenses (including brokerage commissions and transfer taxes),
other than certain fees and expenses of the Subscription Agent and the Information Agent incurred
in connection with the exercise of the Rights will be for the account of the holder of the Rights,
and none of such commissions, fees or expenses will be paid by the Company, the Subscription Agent,
or the Information Agent. Enclosed are copies of the following documents:
1. | Prospectus; | ||
2. | Instruction for Use of BlueLinx Holdings Inc. Subscription Rights Certificates; | ||
3. | A form of letter that may be sent to your clients for whose accounts you hold shares of Common Stock registered in your name or the name of your nominee, with an attached form of instruction; | ||
4. | Nominee Holder Certification; and | ||
5. | A return envelope addressed to Registrar and Transfer Company, the Subscription Agent. |
Your prompt action is requested. To exercise the Rights, you must deliver the properly
completed and signed Subscription Rights Certificate, together with the Nominee Holder
Certification and payment in full of the total subscription amount that is required for all of the
shares subscribed for in the Rights Offering, to the Subscription Agent as described further in the
Prospectus. Do not send the Subscription Rights Certificate, Nominee Holder Certification or
payment to the Company. The properly completed and signed Subscription Rights Certificate and
Nominee Holder Certification, accompanied by full payment of the 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. Failure to return the properly completed Subscription
Rights Certificate and Nominee Holder Certification with the correct payment will result in your
not being able to exercise the Rights held in your name on behalf of yourself or other beneficial
owners. A Rights holder cannot revoke the exercise of Rights (unless we are required by law to
permit revocation). Rights not exercised before 5:00 p.m., New York City time, on the Expiration
Date will expire without value.
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Additional copies of the enclosed materials may be obtained from our information agent, Eagle
Rock Proxy Advisors LLC, by calling (908) 497-2340.
Very truly yours,
BLUELINX HOLDINGS INC.
BLUELINX HOLDINGS INC.
NOTHING IN THE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS
AN AGENT OF BLUELINX HOLDINGS INC., THE SUBSCRIPTION AGENT, THE INFORMATION AGENT, OR ANY OTHER
PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE
RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFERING EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS.
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