0001193125-14-035830.txt : 20140205 0001193125-14-035830.hdr.sgml : 20140205 20140205060805 ACCESSION NUMBER: 0001193125-14-035830 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140205 DATE AS OF CHANGE: 20140205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Continental Building Products, Inc. CENTRAL INDEX KEY: 0001592480 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 617178923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-193078 FILM NUMBER: 14574459 BUSINESS ADDRESS: STREET 1: 12018 SUNRISE VALLEY DRIVE STREET 2: SUITE 500 CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-480-3800 MAIL ADDRESS: STREET 1: 12018 SUNRISE VALLEY DRIVE STREET 2: SUITE 500 CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: LSF8 Gypsum Holdings Company, LLC DATE OF NAME CHANGE: 20131120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Continental Building Products, Inc. CENTRAL INDEX KEY: 0001592480 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 617178923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 12018 SUNRISE VALLEY DRIVE STREET 2: SUITE 500 CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-480-3800 MAIL ADDRESS: STREET 1: 12018 SUNRISE VALLEY DRIVE STREET 2: SUITE 500 CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: LSF8 Gypsum Holdings Company, LLC DATE OF NAME CHANGE: 20131120 FWP 1 d621418dfwp.htm FREE WRITING PROSPECTUS Free Writing Prospectus

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated February 4, 2014

Relating to Preliminary Prospectus dated January 23, 2014

Registration Statement No. 333-193078

Continental Building Products, Inc.

Common Stock

Update to Preliminary Prospectus

Dated January 23, 2014

This free writing prospectus relates only to the shares of common stock described below and should be read together with the preliminary prospectus, dated January 23, 2014 (the “Preliminary Prospectus”), that was included in Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-193078) (the “Registration Statement”) of Continental Building Products, Inc. (the “Company”), relating to the initial public offering of common stock by the Company. A copy of the Preliminary Prospectus included in Amendment No. 2 to the Registration Statement can be accessed through the following link:

http://www.sec.gov/Archives/edgar/data/1592480/000119312514017773/d621418ds1a.htm.

The following information supplements and updates the information contained in the Preliminary Prospectus:

 

Shares of common stock offered by the Company    11,765,000 shares

Initial public offering price

  

$14.00 per share

Shares of common stock to be outstanding immediately

after the offering

  

44,069,000 shares

Underwriters’ option to purchase additional shares of

common stock

   LSF8 Gypsum Holdings, L.P., our sole stockholder (the “Selling Stockholder”), has granted the underwriters a 30-day option to purchase up to 1,764,750 additional shares at the initial public offering price.

Ownership by Selling Stockholder

   Following the offering, the Selling Stockholder will own approximately 73.3% of the Company’s common stock, or 69.3% if the underwriters exercise their option to purchase additional shares in full.


Use of proceeds

   The disclosure set forth in the Preliminary Prospectus under “Use of Proceeds” has been updated in its entirety to read as set forth on Exhibit A.

Capitalization

   The disclosure set forth in the Preliminary Prospectus under “Capitalization” has been updated in its entirety to read as set forth on Exhibit B.

The Company has filed a registration statement (including the Preliminary Prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the preliminary prospectus may be obtained from the offices of:

 

Citigroup Global Markets Inc.    Credit Suisse Securities (USA) LLC

Attn: Broadridge Financial Solutions

  

Attn: Prospectus Department

1155 Long Island Avenue

  

One Madison Avenue

Edgewood, NY 11717

  

New York, NY 10010

Email: batprospectusdept@citi.com

  

Email: newyork.prospectus@credit-suisse.com

Phone: (800) 831-9146

  

Phone: (800) 221-1037

Barclays Capital Inc.

  

Deutsche Bank Securities

Attn: Broadridge Financial Solutions

  

Attn: Prospectus Department

1155 Long Island Avenue

  

60 Wall Street

Edgewood, NY 11717

  

New York, NY 10005-2836

Email: barclaysprospectus@broadridge.com

  

Email: prospectus.cpdg@db.com

Phone: (888) 603-5847

  

Phone: (800) 503-4611

RBC Capital Markets

  

Attn: Equity Syndicate

  

Three World Financial Center

  

200 Vesey Street, 8th Floor

  

New York, NY 10281-8098

  

Phone: (877) 822-4089

  

 

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Exhibit A

USE OF PROCEEDS

We estimate that our net proceeds from this offering will be approximately $151.4 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, based on the initial public offering price of $14.00 per share. We intend to use the net proceeds from this offering as follows:

 

   

$2 million to make a one-time payment to Lone Star in consideration for the termination of our Asset Advisory Agreement with certain affiliates of Lone Star upon consummation of this offering as described under “Certain Relationships and Related Party Transactions—Relationships with Lone Star and Affiliates—Asset Advisory Fees”;

 

   

to repay $149.4 million under the Second Lien Credit Agreement; and

 

   

the remainder for general corporate purposes.

The terms of our First and Second Lien Credit Agreements, including the interest rates and maturities thereof, are described in detail under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Credit Facilities.” The proceeds received under the First and Second Lien Credit Agreements were used to fund a portion of the acquisition of the gypsum division of Lafarge and to make a $130 million distribution to Lone Star.

Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, each of whom are underwriters in this offering, or their affiliates, will receive more than 5% of the net proceeds of this offering in connection with the prepayment of a portion of our first and second lien credit facilities. Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. See “Underwriting—Conflicts of Interest.”

The selling stockholder will receive approximately $24.7 million in gross proceeds from this offering if the underwriters exercise in full their option to purchase up to 1,764,750 additional shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholder.

Pending use of the net proceeds from this offering described above, we may invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government.

 

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Exhibit B

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2013:

 

   

on an actual basis; and

 

   

on a pro forma basis to give effect to the following:

 

   

the completion of our corporate reorganization where LSF8 Gypsum Holdings Company, LLC was converted into a Delaware corporation and renamed Continental Building Products, Inc.;

 

   

a 32,304 for one stock split, which occurred on February 3, 2014;

 

   

the modification of our First and Second Lien Credit Agreements to increase the borrowings by $130 million and distribute the proceeds as a return of capital to our sponsor, Lone Star, which occurred on December 2, 2013;

 

   

the issuance and sale of 11,765,000 shares of our common stock offered by us in this offering at the initial public offering price of $14.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the application of such proceeds as described in “Use of Proceeds”; and

 

   

an additional draw under our revolver to pay certain fees in connection with this offering and repay borrowings under the Second Lien Credit Agreement, each of which is expected to occur in connection with this offering.

You should read this table together with the information in this prospectus under “Use of Proceeds,” “Selected Consolidated and Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock,” and with the consolidated financial statements and the related notes to those statements included elsewhere in this prospectus.

 

     As of September 30,
2013
 
     Actual     Pro Forma  
     (in thousands, except
share data)
 

Cash and cash equivalents

   $ 16,760      $ 11,528   
  

 

 

   

 

 

 

Debt:

    

First Lien Credit Agreement

   $ 320,000      $ 415,000   

Second Lien Credit Agreement

     120,000        —     

Borrowings under the Revolver

     28,500        37,181   

Original issue discount

     (3,264     (3,351
  

 

 

   

 

 

 

Total debt

   $ 465,236      $ 448,830   
  

 

 

   

 

 

 

Stockholders’ Equity:

    

Undesignated preferred stock, par value $0.001 per share: no shares authorized, issued or outstanding actual, 10,000,000 shares authorized, no shares issued and outstanding pro forma

    

Common Stock, $0.001 par value per share; 1,000 shares authorized, 1,000 shares issued and outstanding, actual; 190,000,000 shares authorized, 44,069,000 shares issued and outstanding pro forma

     —          44   

Additional Paid-In Capital

     265,000        286,375   

Accumulated Other Comprehensive Income (Loss)

     266        266   

Accumulated deficit

     (4,640     (17,231
  

 

 

   

 

 

 

Total Stockholders’ Equity

     260,626        269,454   
  

 

 

   

 

 

 

Total Capitalization

   $ 725,862      $ 718,284   
  

 

 

   

 

 

 

 

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