p10-1512sctoc.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement Under Section 14(d)(1) or Section 13(e)(1)
of
the Securities Exchange Act of 1934
BLUELINX
HOLDINGS INC.
(Name of
Subject Company (Issuer))
CERBERUS
ABP INVESTOR LLC
(Names of
Filing Persons (Offeror))
COMMON
STOCK, PAR VALUE $0.01 PER SHARE
(Title of
Class of Securities)
09624H109
(CUSIP
Number of Class of Securities)
Mark
A. Neporent
Cerberus
Capital Management, L.P.
299
Park Avenue
New
York, New York 10171
(212)
891-2100
With a
copy to
Richard
A. Presutti
Schulte
Roth & Zabel LLP
919
Third Avenue
New
York, NY 10022
(212)
756-2000
(Name,
address and telephone number of person authorized to receive notices
and
communications
on behalf of filing persons)
Calculation
of Filing Fee
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Transaction
Valuation*
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Amount
of Filing Fee*
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N/A
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N/A
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*
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A
filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before the commencement of a
tender offer.
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¨
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid:
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Not
applicable.
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Filing
Party:
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Not
applicable.
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Form
or Registration No.:
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Not
applicable.
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Date
Filed:
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Not
applicable.
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x
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
¨ issuer
tender offer subject to Rule 13e-4.
¨ amendment
to Schedule 13D under Rule 13d-2.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer: ¨
Cerberus
To Launch Cash Tender Offer
For
The Outstanding Shares in BlueLinx Holdings Inc. Not Owned by Its
Affiliate
Cerberus
ABP Investor LLC ("CAI"), an affiliate of Cerberus Capital Management, L.P.
("Cerberus"), today announced that it intends to make a tender offer for all of
the outstanding publicly held shares of BlueLinx Holdings Inc. (NYSE: BXC)
("BlueLinx" or the "Company") not owned by CAI. Based on shares
outstanding as of May 7, 2010, CAI currently owns 55.39% of the outstanding
common stock of BlueLinx. CAI intends to offer to acquire the balance of
BlueLinx 's common stock for $3.40 per share in cash, representing a premium of
approximately 35.5% over the closing price on July 21, 2010, and a 16.8% premium
over the volume-weighted average closing price for the last 30 trading
days.
CAI
believes that the offer to acquire the shares of BlueLinx not owned by CAI
represents a unique opportunity for BlueLinx's stockholders to realize the value
of their shares at a significant premium to BlueLinx's current and recent stock
price. CAI intends to commence the offer within approximately seven
days.
The
tender offer will be conditioned upon, among other things, the tender of a
majority of shares not owned by CAI or by the directors or officers of the
Company and, unless waived, CAI owning at least 90% of the outstanding BlueLinx
common stock as a result of the tender or otherwise. Any shares not acquired in
the tender offer are expected to be acquired in a subsequent merger transaction
at the same cash price per share. The tender offer is not subject to any
financing or due diligence condition. The aggregate consideration for
the outstanding BlueLinx shares (excluding shares outstanding following exercise
of in-the-money options) would be approximately $49.6 million.
In a
letter sent to the Board of Directors of BlueLinx yesterday, CAI stated that in
its capacity as a stockholder of BlueLinx it was interested only in acquiring
the BlueLinx shares not already owned by it and that in its capacity as a
stockholder it has no current interest in selling its stake in BlueLinx nor
would it currently expect, in its capacity as a stockholder, to vote in favor of
any alternative sale, merger or similar transaction.
Additional
Information and Where to Find It
The
tender offer described in this release has not yet commenced, and this release
is neither an offer to purchase nor a solicitation of an offer to sell
securities. At the time the tender offer is commenced, CAI will file a tender
offer statement on Schedule TO with the Securities and Exchange Commission. BlueLinx stockholders
are strongly advised to read the tender offer statement (including the offer to
purchase, related letter of transmittal and other offer documents) because they
will contain important information. Once filed, these documents will be
available at no charge on the SEC's website at www.sec.gov.
About
Cerberus Capital Management, L.P.
Established
in 1992, Cerberus Capital Management, L.P. along with its affiliates, is one of
the world's leading private investment firms with approximately $23 billion
under management. Through its team of investment and operations
professionals, Cerberus specializes in providing both financial resources and
operational expertise to help transform undervalued companies into industry
leaders for long-term success and value creation. Cerberus is
headquartered in New York City with affiliate and/or advisory offices in the
United States, Europe, the Middle East and Asia.