425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 3, 2015

STOCK BUILDING SUPPLY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-36050	26-4687975
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8020 Arco Corporate Drive, Suite 400

Raleigh, North Carolina 27617

(Address of principal executive offices) (Zip Code)

(919) 431-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01. Regulation FD Disclosure.

On June 3, 2015, Stock Building Supply Holdings, Inc., a Delaware corporation (the “Company”), and Building Materials Holding Corporation, a Delaware corporation (“BMC”), issued a joint press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated June 2, 2015, between the Company and BMC. Pursuant to the Merger Agreement, subject to certain conditions, BMC will be merged with and into the Company, with the Company surviving the merger (the “Merger”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, on June 3, 2015, the Company provided supplemental information regarding the Merger in connection with a presentation to analysts and investors. A copy of the presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “may,” “might,” “predict,” “future,” “seek to,” “assume,” “goal,” “objective,” “continue,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” or the negative of such terms and other words, terms and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. The Company cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward-looking statements include, but are not limited to, statements about the benefits of the Merger involving BMC and the Company, including future financial and operating results, the Company’s or BMC’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to: the ability to obtain the requisite BMC and the Company shareholder approvals; the risk that the Company or BMC may be unable to obtain governmental and regulatory approvals required for the Merger, or required governmental and regulatory approvals may delay the Merger or result in the imposition of conditions that could cause the parties to abandon the Merger; the risk that a condition to closing of the Merger may not be satisfied; the timing to consummate the Merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on Merger-related issues; general worldwide economic conditions and related uncertainties; the effect of changes in governmental regulations; and other factors discussed or referred to in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 2, 2015, and our subsequent filings with the SEC. These risk factors, as well as other risks associated with the Merger, will be more fully discussed in the Registration Statement and the Proxy /Consent Solicitation Statement/Prospectus (as defined below). All such factors are difficult to predict and are beyond the Company and BMC’s control. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and the Company and BMC undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

NO OFFER OR SOLICITATION

The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The proposed transaction involving the Company and BMC will be submitted to the respective stockholders of the Company and BMC for their consideration. In connection with the Merger and special meeting of the Company’s stockholders, the Company expects to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include a proxy statement/consent solicitation/prospectus (the “Proxy/Consent Solicitation Statement/Prospectus”). The definitive Registration Statement and the Proxy/Consent Solicitation Statement/Prospectus will contain important information about the Merger, the Merger Agreement and related matters. This communication may be deemed to be solicitation material in respect of the proposed transaction between BMC and the Company. This communication is not a substitute for the Registration Statement, Proxy/Consent Solicitation/Prospectus or any other documents that the Company or BMC may file with the SEC or send to shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND BMC ARE URGED AND ADVISED TO READ THE REGISTRATION STATEMENT AND THE PROXY/CONSENT SOLICITATION STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Registration Statement, the Proxy /Consent Solicitation Statement/Prospectus and any other documents filed or furnished by the Company with the SEC may be obtained free of charge at the SEC’s website (www.sec.gov). The Registration Statement, the Proxy/Consent Solicitation Statement/Prospectus and other relevant documents will also be available to security holders, without charge, from the Company by going to its investor relations page on its corporate website at http://ir.stocksupply.com or from BMC by directing a request to Paul Street, Corporate Secretary of BMC, via email or telephone (paul.street@buildwithbmc.com, (208) 331-4300.

PARTICIPANTS IN THE SOLICITATION

The Company, BMC, their respective directors and certain of their executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2015 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2015. Information about the directors and executive officers of BMC and more detailed information regarding the identity of all potential participants, and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and the Proxy/Consent Solicitation Statement/Prospectus. Investors may obtain additional information regarding the interests of such participants by reading the Registration Statement and the Proxy/Consent Solicitation Statement/Prospectus when they become available. You may obtain a free copy of the proxy statement for the Company’s 2015 Annual Meeting of Stockholders by going to its investor relations page on its corporate website at http://ir.stocksupply.com. You may obtain free copies of the Registration Statement, the Proxy/Consent Solicitation Statement/Prospectus and other relevant documents as described in the preceding paragraph.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated June 3, 2015
99.2	Investor Presentation, dated June 3, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 3, 2015

STOCK BUILDING SUPPLY HOLDINGS, INC.
By:	/s/ C. Lowell Ball
Name:	C. Lowell Ball
Title:	Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release, dated June 3, 2015
99.2	Investor Presentation, dated June 3, 2015

EX-99.1

Exhibit 99.1

Stock Building Supply Holdings, Inc. and Building Materials Holding Corporation Announce Merger Creating Premier Building Materials Distribution Services and Solutions Company

Complementary Businesses Will Create Stronger, More Efficient Competitor Able to Accelerate Profitable Growth

Combination Enhances Geographic Reach in Key Growth Markets Across the United States and Expands Product and Service Offerings

Transaction Expected to Result in Annual Synergies of $30 to $40 Million and to Be Accretive to Stock Building Supply’s Earnings per Share in the First Year Following Closing

RALEIGH, NC and ATLANTA, GA, June 3, 2015 – Stock Building Supply Holdings, Inc. (NASDAQ: STCK) (“Stock Building Supply”) and Building Materials Holding Corporation (“BMC”), two leading building materials and solutions providers to professional contractors, today announced 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^nd.

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. The combined company will have expanded geographic reach in attractive, fast-growing regions across the United States, innovative technology capabilities and deep industry expertise to drive profitable growth and provide leading customer service.

Among the numerous benefits the combined company is expected to bring to all stakeholders include:

• An enhanced growth, margin and return profile.

• A strong balance sheet and significant cash flow to support long-term strategic growth in a highly fragmented industry.

• Significant and achievable synergy potential rising to $30 - $40 million annually within two years.

• An expanded footprint from 21 to 42 metropolitan areas, principally in the fast-growing South and West regions.

• A shared deep commitment to providing solutions to customers while delivering a broad range of quality products and services.

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• Projected accretion to Stock Building Supply’s earnings per share in the first full year following close of the transaction.

“We expect this compelling strategic merger will provide significant benefits for customers, shareholders, suppliers and associates of both companies,” said Jeff Rea, President and Chief Executive Officer of Stock Building Supply. “The continuing recovery of the U.S. housing market is expected to generate strong demand for building materials, services and solutions, and together we believe BMC and Stock Building Supply are better positioned to capitalize on this opportunity. Upon close of this transaction, I look forward to continuing on our board to support the combined company and have great faith in the combined leadership team’s ability to create significant shareholder value by accelerating the implementation of our common strategies.”

Peter Alexander, BMC’s Chief Executive Officer, said, “We are very pleased to be uniting two leading companies with complementary strategies, products and services; a shared commitment to superior customer experiences; strong internal performance-based cultures and operations in high-demand geographies. The combination of our two highly complementary platforms will enhance our ability to provide customers with best-in-class products and services across an expanded geographic footprint. We have great respect for what the team at Stock Building Supply has accomplished and upon close of this transaction, I look forward to leading the combined team as we enter the next exciting phase of our transition and the ability to fund our growth.”

Transaction Terms

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% of the merged entity, with Stock Building Supply shareholders owning approximately 40%. 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.

Funds affiliated with Davidson Kempner Capital Management LP, Ravenswood Investment Management and MFP Partners, L.P., which collectively own approximately 52% of BMC’s outstanding common stock, and funds affiliated with Gores, Stock Building Supply’s largest shareholder, which own approximately 38% of Stock Building Supply’s outstanding common stock, have each agreed to vote in favor of and fully support the transaction.

Proven Leadership Team

Upon closing of the transaction, BMC Chief Executive Officer Peter Alexander will serve as Chief Executive Officer of the combined company and will be a member of the Board of

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Directors. Jeff Rea, the current Stock Building Supply President and Chief Executive Officer, will remain a member of the Board of Directors of the company. The new leadership team is expected to include representatives of both companies, with current Stock Building Supply Executive Vice President and Chief Financial Officer Jim Major assuming the role of Chief Financial Officer, Stock Building Supply Executive Vice President and Chief Operating Officer Bryan Yeazel assuming the position of Chief Administrative Officer and General Counsel and current BMC Chief Integration Leader Tony Genito leading the integration of the two businesses. In addition to Mr. Alexander and Mr. Rea, the remainder of the combined company’s Board of Directors will be comprised wholly of independent directors, including representatives from each company’s current board. The combined company will be headquartered in Atlanta, GA and will have its main operating center in Raleigh, NC and plans to continue to operate under both the Stock Building Supply and BMC names in their respective local markets.

Mr. Alexander possesses 21 years of experience in the distribution industry. He joined BMC as a director in January 2010 and subsequently was appointed Chief Executive Officer in August 2010. He has led BMC as it has grown into one of the industry-leading providers of residential building products and construction services in fast-growing regions throughout the U.S. Prior to BMC, Mr. Alexander served as President and Chief Executive Officer at ORCO Construction Distribution. He previously served in leadership roles at several companies in the technology, retail/distribution and service industries, including GE Capital, ComputerLand (now Vanstar), Premiere Global Services and Coast to Coast Hardware.

Strategic Benefits

The transaction is expected to result in a combined company that is better positioned to accelerate its growth and deliver significant value to all stakeholders as it continues to accelerate both Stock Building Supply’s and BMC’s existing strategies of capitalizing on expansion opportunities in a fragmented building materials market to strengthen its long-term growth position.

BMC and Stock Building Supply both possess complementary product and service offerings, similar operating principles and a customer service focus that will enable a smooth and efficient integration. The combined company will have a strong position in growth markets across 17 states. Together, the companies will also provide a comprehensive portfolio of building materials, including millwork and structural frame manufacturing capabilities, consultative showrooms and value-added installation management that supports customers’ needs for turnkey solutions. Additionally, BMC’s businesses will provide expanded opportunity to introduce Stock Building Supply’s industry-leading eBusiness platform.

Customers of BMC and Stock Building Supply will continue to experience the same proactive, high-touch service and quality product offerings they have come to rely upon, while receiving the benefits of an expanded product line and stronger technology platform. In addition, the

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combined company plans to continue to focus on building a high performance, teamwork-driven culture that will offer increased opportunities to its employees as the company accelerates its growth trajectory.

Financing

In connection with the transaction, Stock Building Supply and BMC have received a joint commitment from Wells Fargo Bank, N.A. and Goldman Sachs Bank USA, contingent upon the closing of the transaction, to consolidate and upsize existing revolving Asset Based Loan facilities to $450 million for use by the combined company. Available funds will be used to refinance outstanding balances under the current revolving credit facilities, support up to $75 million in letters of credit, and fund transaction costs, general corporate purposes and working capital. Additionally, $250 million of existing BMC Senior Secured Notes maturing in 2018 are expected to remain outstanding. The closing of the transaction is not subject to financing conditions.

Advisors

Barclays Capital Inc. is serving as financial advisor to Stock Building Supply, with Hunton & Williams LLP serving as legal counsel. Goldman, Sachs & Co. is serving as financial advisor and Kirkland & Ellis LLP is serving as legal counsel to BMC.

Conference Call

Stock Building Supply and BMC will host a conference call today, June 3, 2015 at 9:00 a.m. (Eastern Time) and will simultaneously broadcast it live over the Internet. The conference call can be accessed by dialing 1-877-407-0784 (domestic) or 1-201-689-8560 (international). An investor presentation, to be reviewed during the conference call, can be accessed via Stock Building Supply’s investor relations website at ir.stocksupply.com. A telephonic replay of the conference call will be available immediately after the call and can be accessed by dialing 1-877-870-5176, or for international callers, 1-858-384-5517. The passcode for the live call and the replay is 13611438. The live webcast and archived replay can be accessed on Stock Building Supply’s investor relations website at ir.stocksupply.com. The online archive of the webcast will be available for approximately 90 days.

About Stock Building Supply

Stock Building Supply operates in 21 metropolitan areas in 14 states primarily in the South and West regions of the United States (as defined by the U.S. Census Bureau). Today, we serve our customers from 68 strategically located facilities. We offer a broad range of products, including lumber and lumber sheet goods, millwork, doors, flooring, windows, structural components, engineered wood products, trusses, wall panels and other exterior products. Our customer base includes production homebuilders, custom homebuilders and remodeling contractors.

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About BMC

BMC, headquartered in Atlanta, Georgia, is a leading provider of residential building products and construction services to professional builders and contractors in the Western United States, Texas and North Carolina. The company has 38 lumber yards, 18 truss manufacturing facilities, 23 millwork operations and 3 Design Centers in 11 of the top 25 single-family construction markets.

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “may,” “might,” “predict,” “future,” “seek to,” “assume,” “goal,” “objective,” “continue,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” or the negative of such terms and other words, terms and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Stock Building Supply cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving BMC and Stock Building Supply, including future financial and operating results, Stock Building Supply’s or BMC’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to: the ability to obtain the requisite BMC and Stock Building Supply shareholder approvals; the risk that Stock Building Supply or BMC may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the timing to consummate the proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; general worldwide economic conditions and related uncertainties; the effect of changes in governmental regulations; and other factors discussed or referred to in the “Risk Factors” section of Stock Building Supply’s most recent Annual Report on Form 10-K filed with the Securities and

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Exchange Commission (“SEC”) on March 2, 2015, and our subsequent filings with the SEC. These risk factors, as well as other risks associated with the merger, will be more fully discussed in the Registration Statement and the Proxy /Consent Solicitation Statement/Prospectus (as defined below). All such factors are difficult to predict and are beyond Stock Building Supply and BMC’s control. All forward-looking statements attributable to Stock Building Supply or persons acting on Stock Building Supply’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and Stock Building Supply and BMC undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

No Offer or Solicitation

The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

The proposed transaction involving Stock Building Supply and BMC will be submitted to the respective stockholders of Stock Building Supply and BMC for their consideration. In connection with the merger and special meeting of Stock Building Supply’s stockholders, Stock Building Supply expects to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include a proxy statement/consent solicitation/prospectus (the “Proxy/Consent Solicitation Statement/Prospectus”). The definitive Registration Statement and the Proxy/Consent Solicitation Statement/Prospectus will contain important information about the merger, the merger agreement and related matters. This communication may be deemed to be solicitation material in respect of the proposed transaction between BMC and Stock Building Supply. This communication is not a substitute for the Registration Statement, Proxy/Consent Solicitation/Prospectus or any other documents that Stock Building Supply or BMC may file with the SEC or send to shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF STOCK BUILDING SUPPLY AND BMC ARE URGED AND ADVISED TO READ THE REGISTRATION STATEMENT AND THE PROXY/CONSENT SOLICITATION STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Registration Statement, the Proxy /Consent Solicitation Statement/Prospectus and any other documents filed or furnished by Stock Building Supply with the SEC may be obtained free of charge at the SEC’s website (www.sec.gov). The

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Registration Statement, the Proxy/Consent Solicitation Statement/Prospectus and other relevant documents will also be available to security holders, without charge, from Stock Building Supply by going to its investor relations page on its corporate website at http://ir.stocksupply.com or from BMC by directing a request to Paul Street, Corporate Secretary of BMC, via email or telephone (paul.street@buildwithbmc.com, (208) 331-4300.

Participants in the Merger Solicitation

Stock Building Supply, BMC, their respective directors and certain of their executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Stock Building Supply is set forth in the proxy statement for Stock Building Supply’s 2015 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2015. Information about the directors and executive officers of BMC and more detailed information regarding the identity of all potential participants, and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and the Proxy/Consent Solicitation Statement/Prospectus. Investors may obtain additional information regarding the interests of such participants by reading the Registration Statement and the Proxy/Consent Solicitation Statement/Prospectus when they become available. You may obtain a free copy of the proxy statement for Stock Building Supply’s 2015 Annual Meeting of Stockholders by going to its investor relations page on its corporate website at http://ir.stocksupply.com. You may obtain free copies of the Registration Statement, the Proxy/Consent Solicitation Statement/Prospectus and other relevant documents as described in the preceding paragraph.

Contacts

Stock Building Supply:

Investor Relations

Mark Necaise, Stock Building Supply

(919) 431-1021

Media Relations

Tom Johnson / Dana Gorman / Kate Schneiderman, The Abernathy MacGregor Group

(212) 371-5999

BMC:

Investor Relations

Paul Street, BMC

(208) 331-4381

Media Relations

Michael Freitag / Sharon Stern / Leigh Parrish

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

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EX-99.2

Merger of Building Materials Holding Corporation and Stock

Building Supply

A Compelling Strategic Combination

June 3, 2015

Exhibit 99.2

Disclaimer

1

Non-GAAP

Financial

Measures

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically

identified by words or phrases such as “may,” “might,” “predict,” “future,” “seek to,” “assume,” “goal,” “objective,” “continue,” “will,” “could,” “should,” “would,” “anticipate,”

“estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” or the negative of such terms and other words, terms and phrases

of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Stock Building Supply

Holdings, Inc. (“STOCK” or “STOCK BUILDING SUPPLY”) cautions readers that any forward-looking statement is not a guarantee of future performance and that actual

results could differ materially from those contained in the forward-looking statement.  Such forward-looking statements include, but are not limited to, statements about

the benefits of the proposed merger involving Building Materials Holding Corporation (“BMC”) and Stock Building Supply, including future financial and operating results,

Stock Building Supply’s or BMC’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not

historical facts. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this

communication. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and

uncertainties relating to: the ability to obtain the requisite BMC and Stock Building Supply shareholder approvals; the risk that Stock Building Supply or BMC may be

unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the

imposition of conditions that could cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the timing to

consummate the proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the

transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with

customers, employees or suppliers; the diversion of management time on merger-related issues; general worldwide economic conditions and related uncertainties; the

effect of changes in governmental regulations; and other factors discussed or referred to in the “Risk Factors” section of Stock Building Supply’s most recent Annual

Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 2, 2015, and our subsequent filings with the SEC. These risk factors, as well

as other risks associated with the merger, will be more fully discussed in the Registration Statement and the Proxy /Consent Solicitation Statement/Prospectus (as

defined below). All such factors are difficult to predict and are beyond Stock Building Supply and BMC’s control.  All forward-looking statements attributable to Stock

Building Supply or persons acting on Stock Building Supply’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements

speak only as of the date made, and Stock Building Supply and BMC undertake no obligation to update or revise publicly any forward-looking statements, whether as a

result of new information, future events or otherwise.

Included in this presentation are certain non-GAAP financial measures designed to complement the financial information presented in accordance with generally

accepted accounting principles in the United States of America. Our management believes such measures are useful to investors. Because the Company’s calculations

of these measures may differ from similar measures used by other companies, you should be careful when comparing the Company’s non-GAAP financial measures to

those of other companies.  A reconciliation of non-GAAP financial measures to GAAP financial measures is included in an appendix to this presentation.

Proven Leadership

Jeff Rea

President

and

CEO

Joined Stock in 2010 as President and CEO

Served as President of TE Connectivity’s Specialty

Group and as SVP of the Building Products Group

at Berkshire Hathaway’s Johns Manville

15 years of experience in various leadership roles

at General Electric

Jim Major

Executive Vice

President, CFO

Joined Stock in 1998 as assistant controller

22 years of experience various in finance positions

Previously served as audit manager at

PricewaterhouseCoopers

Bryan Yeazel

Executive Vice

President, COO

Joined Stock in 2005 as General Counsel

Previously served as Executive Vice President,

Chief Administrative Officer, General Counsel &

Corporate Secretary at Stock

Previously served as global capital markets and

M&A lawyer at Hunton

& Williams

Peter Alexander

CEO

Joined BMC in January 2010 as director and

appointed CEO in August 2010

21 years of experience in the distribution industry

Served as SVP for ComputerLand International,

SVP for GE Capital, President of AmeriData Global

and CEO of ORCO Construction Supply

Michael Kestner

CFO

Joined BMC in April 2013

35 years of experience in senior finance positions

13 years as CFO at Hilite International, Inc., 4 years

as CFO of Sinter Metals, Inc., and public company

director

Tony

Genito

Chief

Integration

Leader

Joined BMC in 2015

34 years of experience in senior financial and M&A-

related positions

10 years as CFO at Spectrum Brands Holdings

Corp, and 12 years with Schering-Plough

Corporation in various positions

Previously served as senior audit manager at

Deloitte & Touche

___________________________

Note: Check marks denote today’s presenters.

2

A Compelling Strategic Combination

Creates

a

leading

national

building

materials

distribution

platform

with

over

$2.7

billion

(1)

of

combined

LTM

net

sales

through March 31, 2015

Broad geographic reach, local market leadership and comprehensive product and services portfolio

Leadership in Attractive

Growth Markets Poised for

Continued Recovery

Compatible Cultures,

Strategies and Operating

Principles

Attractive Value Creation for

All Shareholders

Enhanced Geographic

Diversity and Capabilities

A Market Leader with

National Scale

Significant market expansion in attractive geographies: Stock footprint increases from 21 to 42 metropolitan areas on a

combined basis

Both organizations focus on value-added products and services; combined capabilities increase significantly as best

practices expanded to 2x revenue

Market leadership in highly attractive long-term growth markets throughout the U.S.

New construction and R&R markets poised for continued recovery

Deep commitment to providing solutions to customers; highly focused on delivering a broad range of quality products and

value-added services

Strong operating platforms and complimentary strategic roadmaps create significant integration opportunities

Highly attractive combined organic growth and return profile

Significant

synergies

anticipated

-

$30

to

$40

million

annually

Opportunities to accelerate growth on combined platform through broader service and product capabilities

Transaction expected to be EPS accretive in the first full year following closing

Strong balance sheet and financial flexibility support continued pursuit of attractive growth opportunities

All-stock transaction allows all shareholders to participate in value creation from transaction

1

4

2

3

5

___________________________

1.

Includes $134 million in LTM net sales from VNS Corporation, which was acquired by BMC in May 2015.

3

•

Stock-for-stock, tax-free exchange

•

Stock shareholders: 40% / BMC shareholders: 60%

•

BMC shareholders receive 0.5231 Stock Building Supply share for each BMC share

•

Implied pro forma Enterprise Value of $1,538 million as of June 2, 2015

•

Pro forma debt of $363 million

(1)

, including $250 million notes due 2018

•

Committed financing at close through upsized $450 million revolving ABL facility

•

Combined company will retain top talent from both companies

•

Jeff

Rea

–

Will

remain

Board

member

•

Peter

Alexander

–

CEO

•

Jim Major –

CFO

•

Bryan

Yeazel

–

CAO

&

General

Counsel

•

Tony

Genito

–

Chief

Integration

Leader

•

Board of Directors: Peter Alexander, Jeff Rea, plus independent directors from each Company’s

current Board

•

Shareholder vote by both Stock Building Supply and BMC shareholders

•

Transaction supported by BMC management and over 50% of existing BMC shareholders

•

Conditional on customary regulatory and shareholder approvals

•

Expected to close in Q4 of 2015

Transaction Overview

Structure

Ownership

Implied

Consideration

Post-Close

Governance and

Management

Timing and

Closing

Conditions

___________________________

1.

Pro forma debt as of 3/31/15, excludes transaction costs and includes $5 million of BMC Revolver borrowings used to fund the acquisition of VNS Corporation in May 2015.

4

BMC

Stock Building Supply

A Combination of two Market Leading Platforms

Operations

•

38 Distribution Yards 

•

18 Truss Manufacturing Facilities

•

23 Millwork Operations

•

Various Design Centers and Showrooms

LTM 3/31/15 Net Sales

•

48 Distribution Yards

•

15 Truss Manufacturing Facilities

•

20 Millwork Operations

•

Various Design Centers and Showrooms

$1,449 million

(1)

$1,313 million

Employees

~5,300

~3,200

Key Service

Capabilities

•

Distribution Services, Construction Services,

Structures and Millwork Manufacturing

Showrooms and Design Centers, Project

Planning

•

Distribution Services, Installation Management,

Structures and Millwork Manufacturing,

Showrooms and Design Centers, Project

Planning, eBusiness

___________________________

1.

Includes $134 million in LTM net sales from VNS Corporation.

5

$41

$161

$85

$1,313

$2,762

$1,449

Pro

Forma

LTM

3/31/15

Revenue

(1)

($ in millions)

Pro

Forma

LTM

3/31/15

Adjusted

EBITDA

(1)

($ in millions)

5.8%

5.9%

3.1%

Highly Attractive Financial Profile

Combined company will have a strong balance sheet with significant growth opportunities

Expected

Run-Rate

Synergies

$30 -

$40mm

___________________________

1.

BMC results include $134 million in LTM net sales and $6 million in LTM adjusted EBITDA from VNS Corporation.

2.

Pro forma combined Adjusted EBITDA assumes the midpoint of the expected run-rate synergies range.

(2)

6

Building Materials Holding Corporation

Overview:

A Leader in Highly Attractive Markets

BMC is a market leader in highly attractive regions throughout the U.S. and is predominately

focused in the West

Overview of BMC

Overview

Historical Financial Performance

Has provided local expertise to professional

builders focused on residential and light

commercial construction for 28 years

Strong presence in attractive markets in the West,

Texas and Southeast

Presence in 27 metropolitan areas, primarily in

the south and west

Year-round construction cycle in most markets

Dedicated workforce of approximately 5,300

employees

Operationally well-positioned to continue to

benefit from the housing market recovery

Single Family Building Permits

BMC Markets

Rest of U.S.

2012 –

2014 CAGR: 91.3%

7

$887

$1,210

$1,311

2012

2013

2014

($ in millions)

$21

$65

$77

2012

2013

2014

350

322

394

472

476

2010

2011

2012

2013

2014

97

96

125

149

159

2010

2011

2012

2013

2014

2012 –

2014 CAGR: 21.6%

Product Overview & Service Offering

BMC 2014 Sales Mix

Lumber & Building Materials (LBM)

Truss

Millwork

Construction Services

Overview of BMC's Product and Service Offering

Over the past several years BMC has optimized its operational mix with a greater focus on value-

added business lines

8

Lumber & Building

Materials (LBM)

43%

Truss

6%

Millwork

29%

Construction

Services

22%

Differentiated, Value-Added Service Offering

Account

Management

BMC’s Value-Added Service Capabilities

BMC distinguishes itself in the market by delivering value-added service capabilities, which in

combination with its broad product offering, delivers comprehensive solutions for customers

Job site visits

throughout project

keep customers on

budget and on

schedule

Quotes and

estimates

Blueprint and plan

take-off services

Design

Centers

Product

Services

Construction

Services

Project

Expertise

Ready-Frame

Production of

unique custom

doors, molding and

other millwork

using state-of-the-

art CAD design

and manufacturing

Manufacture of

custom millwork to

specifications, with

CAD design

service

Distribute and

install custom

windows, built to

order

Delivery and

installation pre-

hung doors and

windows, stairs,

cabinets, and

interior and

exterior trim

Specialize in light

commercial and

multi-family

construction

projects

Motels

Multi-family

Residential

Restaurants

Retail

Strip Malls

Used by builders to

construct wall

panels, roof

trusses, floor

trusses, floors and

framing solutions

Utilizes proprietary

commercial

software &

equipment creating

a unique brand

with a targeted

sales and

marketing process

Design

specialists

help

guide customers

through product

selection with

trained eyes,

construction know-

how, and a

commitment to

excellent

craftsmanship

DESIGN

CENTERS

___________________________

Note: Check marks represent services also provided by Stock.

9

An Expanded Platform for Growth

Significant Benefits for Shareholders

$752

$760

$942

$1,197

$1,296

2010

2011

2012

2013

2014

3/31/15 LTM

Strategic

Evolution

Financial

Evolution

Combination is a Compelling Next Step

Repositioned Around the Core

Jeff Rea joins as CEO

Acquired Bison Building Materials

Company strategically restructured

footprint focusing on most attractive

geographies

A transformational repositioning, strong execution, and strategic growth initiatives have delivered

attractive returns for stakeholders

Built an Operating Platform

Introduced e-Business logistics

service platform

Launched LEAN business culture

Improved integrated supply chain

Implemented Field leadership

structure

Poised for future Profitable

Growth

Successfully executed IPO

Added capacity / capabilities

Integrated TBSG and

Chesapeake acquisitions

($58)

($31)

$2

$28

$37

$41

$1,313

Combination expected to

close Q4; accelerates

differentiated building

materials distribution

platform

Accelerated Execution on Strategic

Priorities

Expansion of structural component

facilities

Added distribution and customer

support capacity to drive growth

Additional eBusiness

investments

___________________________

Note: Red dotted items represent pro forma financials including BMC, VNS Corporation and the midpoint of the expected run-rate synergies range.

Evolution of Stock Building Supply

Net sales

Adj. EBITDA

2010

2011

2013

2014

2015

($ in millions)

2011

$2,762

10

$161

Creates a leading building materials distribution company with enhanced scale, national and local

capabilities

Complementary

footprint:

provides

a

strong

presence

in

some

of

the

nation’s

fastest

growing regions

Expands

overall

customer

and

supplier

solutions

capabilities

with

a

synergistic

suite

of

products

and value added services

Strategies are complementary: value-added products, innovative customer solutions, strong

operating platform, strategic expansion capacity

Enhances growth, margin and return profile

Earnings

accretive

in

the

first

full

year

following

closing:

combination

enables

significant synergies

Proven execution

capability:

combined company has proven management with a strong track record

Enhanced customer service with stronger field-oriented and service capabilities

Transaction

structure:

all stock merger presents opportunity for Stock shareholders to participate in

the value creation

Maintains

strong

balance sheet and enhances credit quality

Provides growth

accelerators:

combined company well positioned to pursue strategic growth

initiatives, including M&A

Provides customer and talent benefits: customers benefit from combined service improvements;

employees have greater access to training, tools, and career opportunities

Combination is a Compelling Next Step

Significant

Value

Creation

Strategic

Rationale

Enhanced

Growth

Enablers

11

An Expanded Platform for Growth

Strategic Benefits of the Transaction

LBM 2014A Distributor Sales

(1)

Creates the #2 LBM Distributor

Significant growth capabilities and

capacity

Still meaningful expansion

opportunities

___________________________

Source: U.S. Census Bureau.

1.

BMC Financials include VNS Corporation.

2.

Builders FirstSource

8-K (April 13,2015).

3.

ProSales

Magazine sales ranking for 2014 revenue.

4.

Average housing starts from 1959 to 2014.

($ in billions)

Combination Creates a Market Leader with National Scale

A market leading building products distributor well positioned to grow profitably through the U.S.

housing recovery and beyond

(3)

(3)

(2)

2014 Starts

1,003

Peak (2005)

2,068

2014 % Growth to Peak

106.1%

2014 % Growth to Average

44.5%

Historical U.S. Housing Starts

Long Term Average: 1,449

(In thousands)

12

$2.3

$1.4

$1.4

$1.3

$6.1

$2.7

1,569

1,602

1,705

1,848

1,956

2,068

1,801

1,355

906

554

587

609

780

925

1,003

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Single

-Family

Multifamily

Sales

by

U.S.

Census

Division

(1)

Highly Complementary Footprint

Highly complementary branch networks, serving fast-growing regions …

Commentary

Presence increases from 21 to 42

metropolitan areas

Locations in 17 states representing 63% of

2014 single-family building permits

Strong capabilities with significant

expansion opportunities

Network of:

—

86 Distribution Locations

—

33 Truss and Structures Operations

—

43 Millwork Operations

—

Complementary Design Centers and

Showrooms

BMC Locations

Stock Building Supply Locations

Combined Company Footprint

___________________________

1.

2014 combined net sales including VNS Corporation.

FL

NM

TX

MT

CO

UT

ID

NV

WA

CA

NC

SC

PA

MD

VA

AR

GA

13

Mid & South

Atlantic

25%

West South

Central

37%

Mountain

20%

Pacific

18%

Enhanced

Capabilities

-

Focused

on

Value-Added

Products

and Services

A comprehensive suite of value-added products and services to provide clients with holistic

solutions

Design Centers

Truss Manufacturing

Distribution Services

Millwork

Manufacturing

Construction

Services

Installation

Management

Truss Manufacturing

LEAN eBusiness

Millwork

Manufacturing

Stock Logistics

Solutions

eCFO

Stock Installation

Services

o

Stock Design Services

o

Stock eCommerce

38 Distribution Yards

18 Truss Manufacturing

Facilities

23 Millwork Operations

Distribution Services

48 Distribution Yards

15 Truss Manufacturing

Facilities

20 Millwork Operations

Turnkey Solutions

Turnkey Solutions

Expanding Design

Capabilities

14

Leading talent, resources and complementary strategies to accelerate growth

Value-added Products

Differentiated Services

Low Cost / High Service Operating

Platform:

o

eBusiness

capabilities

o

Customer solutions

o

Talent productivity / enablers

Strong Balance Sheet Enables

Strategic and Accretive Expansion

Complementary Strategies

Combined … BMC and Stock have enhanced capabilities

that provide Value-Added

Products, Services and Solutions for our Customers

15

Attractive Value Creation for All Shareholders

EPS Accretion

Significant

Synergies

Expected to deliver attractive earnings accretion in the first full year

following close

Projected

synergies

of

$30

-

$40m

annually

within

24

months

Combination and resulting synergies projected to deliver pro forma

EBITDA margins ~2x current margin profile with continued room for

expansion

Increased scale, enhanced network density, exposure to high growth

markets, expanded product and service offering positions combined

company to continue to deliver above-market growth

Strong balance sheet and resulting financial flexibility positions the

combined company for continued growth investments, including M&A

Enhanced Overall

Financial

Profile

Proposed transaction significantly enhances growth and return profile

16

Significant Opportunity for Synergies

Commentary

Integration strategy developed with clear objectives and well-

defined integration leadership team

Highly identifiable and achievable cost savings

Run-rate synergies of $20-$25 million within 12 months of

close, rising to $30-$40 million within 24 months

Total synergies represent up to 1.5% of combined sales

Synergies will be achieved from:

Sourcing / supply chain

Operations best practices

Optimization of branch support processes

Deployment of best-in-class technology across enterprise

Estimated costs to achieve synergies of $20-$25 million

(1)

Opportunities to accelerate growth on combined platform

through broader services and product capabilities

Estimated Run-Rate Cost Synergies

Estimated Synergies by Category

___________________________

1.

Excludes transaction costs.

17

Sourcing /

Supply Chain

~64%

SG&A &

Other Costs

~36%

($ in millions)

$20-$25

$30-$40

12 Months

24 Months

Strong Balance Sheet And Financial Flexibility

Commentary

Retain financial flexibility for growth

Pro forma 3/31/2015 debt of $363 million

$450 million revolving ABL facility with

extended maturity; less than $100 million

drawn at 3/31/15

Existing $250 million BMC 9.0% Senior

Secured Notes maturing 2018

Well positioned for continued growth

investments, including M&A

Combined company

has financial flexibility to execute on strategic initiatives and pursue additional

M&A opportunities

Cash

$16

$8

$24

Debt

$275

$88

$363

Net Debt /

LTM Adj.

EBITDA

3.1x

2.0x

2.7x

3/31/15 Pro Forma Capitalization

(1)

___________________________

1.

BMC adjusted to reflect cash and revolver borrowings used to fund the purchase of VNS Corporation in May 2015.

($ in millions)

18

BMC and Stock: A Compelling Strategic Combination

Creates a market leading national building products distribution platform with ability to

accelerate strategic transformation

Opportunities to accelerate profitable growth on combined platform through broader

customer services and product / solutions capabilities

Significant

synergies

anticipated

-

$30

to

$40

million

annually

Transaction expected to be EPS accretive in the first full year following closing

Strong balance sheet and financial flexibility support continued pursuit of attractive growth

opportunities

All-stock

transaction

allows

all

shareholders

to

participate

in

value

creation

from

transaction

Attractive Value Creation for All Shareholders & Customers

19

Q&A

Appendix

BMC Adjusted EBITDA Schedule

___________________________

1.

Represents unaudited pro forma historical results including VNS Corporation, which was acquired by BMC in May 2015.

20

Year Ended December 31,

LTM March 15

(1)

($ in thousands)

2012

2013

2014

BMC

VNS

Total

Net (loss) income

($17,533)

$21,655

$94,032

$92,145

$2,749

$94,894

Depreciation and amortization

13,248

13,767

15,457

16,466

1,228

17,694

Interest expense

14,159

18,786

27,090

27,221

258

27,479

Income tax (benefit) expense

(6)

6,273

(65,577)

(68,273)

1,424

(66,849)

EBITDA

$9,868

$60,481

$71,002

$67,559

$5,659

$73,218

Headquarters relocation

-

-

2,054

3,431

-

3,431

Share-based compensation

2,054

2,425

3,410

3,246

-

3,246

Insurance deductible reserve adjustments

7,462

1,772

669

897

-

897

Restructuring costs

1,729

73

134

134

-

134

Loss portfolio transfer

-

-

-

2,826

-

2,826

Acquisition related costs

-

-

-

533

238

771

Discontinued operations and other

-

-

-

-

560

560

Adjusted EBITDA

$21,113

$64,751

$77,269

$78,626

$6,457

$85,083

Stock Adjusted EBITDA Schedule

___________________________

1.

LTM Results Unaudited.

21

Year Ended December 31,

($ in thousands)

2010

2011

2012

2013

2014

LTM Mar 15

(1)

Income (loss) from continuing operations

$(65,780)

$(41,931)

$(14,582)

$(5,036)

$10,087

$15,247

Interest expense

1,575

2,842

4,037

3,793

2,684

2,764

Income tax expense (benefit)

(47,463)

(22,332)

(8,084)

2,874

6,340

4,247

Depreciation and amortization

36,149

16,188

11,718

12,060

13,343

14,023

Impairment of assets held for sale

2,944

580

361

432

48

-

Public offering transaction-related costs

-

-

-

10,008

508

60

Restructuring expense

7,089

1,349

2,853

141

73

258

Non-cash stock compensation expense

288

384

1,305

1,049

2,669

2,854

Severance and other items related to store closures and business

optimization

12,642

6,761

2,375

1,113

779

663

Reduction of tax indemnification asset

3,056

1,937

347

-

-

-

Management fees, acquisition costs & other items

(8,487)

3,423

1,663

1,369

358

597

Adjusted EBITDA

$(57,987)

$(30,799)

$1,993

$27,803

$36,889

$40,713

Disclaimer and Additional Information

22

No Offer or Solicitation

The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or

buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall

there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a

prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. 

Additional Information and Where to Find It

The proposed transaction involving Stock Building Supply and BMC will be submitted to the respective stockholders of Stock Building Supply and BMC for their

consideration. In connection with the merger and special meeting of Stock Building Supply’s stockholders, Stock Building Supply expects to file with the SEC a

registration statement on Form S-4 (the “Registration Statement”) that will include a proxy statement/consent solicitation/prospectus (the “Proxy/Consent

Solicitation Statement/Prospectus”). The definitive Registration Statement and the Proxy/Consent Solicitation Statement/Prospectus will contain important

information about the merger, the merger agreement and related matters. This communication may be deemed to be solicitation material in respect of the

proposed transaction between BMC and Stock Building Supply. This communication is not a substitute for the Registration Statement, Proxy/Consent

Solicitation/Prospectus or any other documents that Stock Building Supply or BMC may file with the SEC or send to shareholders in connection with the proposed

transaction. INVESTORS AND SECURITY HOLDERS OF STOCK BUILDING SUPPLY AND BMC ARE URGED AND ADVISED TO READ THE REGISTRATION

STATEMENT AND THE PROXY/CONSENT SOLICITATION STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE, AS WELL AS 

ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY

WILL CONTAIN IMPORTANT INFORMATION. The Registration Statement, the Proxy /Consent Solicitation Statement/Prospectus and any other documents filed

or furnished by Stock Building Supply with the SEC may be obtained free of charge at the SEC’s website (www.sec.gov). The Registration Statement, the

Proxy/Consent Solicitation Statement/Prospectus and other relevant documents will also be available to security holders, without charge, from Stock Building

Supply by going to its investor relations page on its corporate website at http://ir.stocksupply.com or from BMC by directing a request to Paul Street, Corporate 

Secretary of BMC, via email or telephone (paul.street@buildwithbmc.com, (208) 331-4300.

Participants in the Merger Solicitation

Stock Building Supply, BMC, their respective directors and certain of their executive officers and employees may be deemed to be participants in the solicitation of

proxies in connection with the proposed transaction. Information about the directors and executive officers of Stock Building Supply is set forth in the proxy

statement for Stock Building Supply’s 2015 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2015. Information about the directors and

executive officers of BMC and more detailed information regarding the identity of all potential participants, and their direct and indirect interests, by security

holdings or otherwise, will be set forth in the Registration Statement and the Proxy/Consent Solicitation Statement/Prospectus. Investors may obtain additional

information regarding the interests of such participants by reading the Registration Statement and the Proxy/Consent Solicitation Statement/Prospectus when they

become available. You may obtain a free copy of the proxy statement for Stock Building Supply’s 2015 Annual Meeting of Stockholders by going to its investor

relations page on its corporate website at http://ir.stocksupply.com. You may obtain free copies of the Registration Statement, the Proxy/Consent Solicitation 

Statement/Prospectus and other relevant documents as described in the preceding paragraph.