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Builders FirstSource to Acquire ProBuild

Forward Looking Information

Statements in this news release that are not purely historical facts or that necessarily depend upon future events, including statements about expected market share gains, forecasted financial performance or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements are based upon information available to Builders FirstSource, Inc. on the date this release was submitted. Builders FirstSource, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks or uncertainties related to the Company’s growth strategies, including gaining market share, or the Company’s revenues and operating results being highly dependent on, among other things, the homebuilding industry, lumber prices and the economy. Builders FirstSource, Inc. may not succeed in addressing these and other risks. Further information regarding factors that could affect our financial and other results can be found in the risk factors section of Builders FirstSource, Inc.’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein.

In addition, there are significant risks and uncertainties relating to Builders FirstSource Inc.’s proposed acquisition and ownership of ProBuild, including: (a) the failure to receive, on a timely basis or otherwise, the required approvals from government and regulatory authorities in connection with the transaction, and the terms of those approvals; (b) the representations, warranties and indemnifications by the sellers of ProBuild are limited in the securities purchase agreement, and the Builders FirstSource Inc.’s diligence into the business has been limited and, as a result, the assumptions on which its estimates of future results of the business have been based may prove to be incorrect in a number of material ways, which could result in an inability to realize the expected benefits of the acquisition or exposure to material liabilities; (c) using debt to finance, in part, the acquisition will substantially increase Builders FirstSource Inc.’s indebtedness; (d) Builders FirstSource Inc.’s obligation to close the acquisition is not conditioned on the completion of its debt or equity financing, and, under certain circumstances, if Builders FirstSource Inc. fails to satisfy its obligation to consummate the acquisition or fails to obtain certain regulatory approvals, Builders FirstSource Inc. may be required to pay a termination fee that could have an adverse effect on Builders FirstSource Inc.’s ability to fund its operations and meet its obligations under its outstanding debt instruments; (e) the inability of Builders FirstSource Inc. to successfully integrate ProBuild’s operations and realize anticipated benefits of the acquisition; and (f) the ability to attract and retain key personnel and to maintain relationships with customers, suppliers or other business partners, including those of ProBuild. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the forward-looking statements contained herein. Other unknown or unpredictable factors could also have material adverse effects on Builders FirstSource Inc.’s future results.

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This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Builders FirstSource Inc. or any other issuer, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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