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INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on November 26, 2019

Registration No. 333-217816

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 9
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

US LBM Holdings, Inc.
(Exact name of registrant as specified in its charter)

1000 Corporate Grove Drive
Buffalo Grove, Illinois 60089
(847) 353-7800
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Patrick McGuiness
Executive Vice President and Chief Financial Officer
US LBM Holdings, Inc.
1000 Corporate Grove Drive
Buffalo Grove, Illinois 60089
(847) 353-7800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective.

           If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

           If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

¹

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.

²

Includes shares of Class A common stock that may be sold upon exercise of the underwriters' option to purchase additional shares.

³

Previously paid.

           The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated November 26, 2019

PROSPECTUS

             Shares

US LBM Holdings, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of US LBM Holdings, Inc. All of the shares of Class A common stock are being sold by us.

Prior to this offering, there has been no public market for the Class A common stock. We have applied to list our Class A common stock on the New York Stock Exchange (the "NYSE") under the symbol "LBM".

We anticipate that the initial public offering price will be between $         and $         per share of Class A common stock.

After the completion of this offering, we will be a "controlled company" within the meaning of the corporate governance standards of the NYSE.

We will contribute the net proceeds that we receive from this offering to LBM Midco, LLC ("US LBM LLC") in exchange for newly-issued common membership interests of US LBM LLC (the "LLC Interests"). The amount contributed for the LLC Interests will be equal to the public offering price of our Class A common stock, less the underwriting discount referred to below. We intend to cause US LBM LLC to use the net proceeds it receives from us in connection with this offering as described under "Use of Proceeds." Although we will have a minority economic interest in US LBM LLC, because we will be the sole managing member of US LBM LLC, we will operate and control all of the business and affairs of US LBM LLC and, through US LBM LLC and its subsidiaries, conduct our business. See "The Reorganization Transactions." We will enter into two tax receivable agreements in connection with this offering, which will require us to make cash payments in respect of certain tax benefits to which we become entitled. Under the Former LLC Owner Tax Receivable Agreement (defined herein) these future payments are estimated to be $            million. See "Unaudited Pro Forma Financial Statements." Although the timing and amounts of anticipated payments under the Continuing LLC Owner Tax Receivable Agreement (defined herein) are not known at this time, the estimated termination payment under such agreement would be approximately $            million if we were to terminate the Continuing LLC Owner Tax Receivable Agreement immediately following this offering based on certain assumptions described under "Prospectus Summary—The Offering—Tax Receivable Agreements."

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our stockholders generally.

Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 22 of this prospectus.

The underwriters also may purchase up to                           additional shares of Class A common stock from us at the initial offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about                           , 2019.

Prospectus dated                           , 2019

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        You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any related free writing prospectus. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is only accurate as of the date of this prospectus, regardless of the time of delivery of this prospectus and any sale of shares of our Class A common stock.

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BASIS OF PRESENTATION

        In connection with the closing of this offering, we will effect certain organizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions, which we refer to collectively as the "Reorganization Transactions," and this offering. See "The Reorganization Transactions" for a description of the Reorganization Transactions and a diagram depicting our organizational structure after giving effect to the Reorganization Transactions and this offering.

        As used in this prospectus, unless the context otherwise requires, references to:

•

"we," "us," "our," the "Company," and similar references refer: (i) following the consummation of the Reorganization Transactions and this offering, to US LBM Holdings, Inc. ("Holdings"), and, unless otherwise stated or the context otherwise requires, all of its subsidiaries, including US LBM LLC, and (ii) on or prior to the completion of the Reorganization Transactions and this offering, to US LBM LLC (or US LBM Holdings, LLC, the predecessor to US LBM LLC, for periods prior to the Acquisition (as defined below)) and, unless otherwise stated or the context otherwise requires, all of its subsidiaries.



•

"Continuing LLC Owner" refers to LBM Acquisition, LLC, the entity that will continue to own LLC Interests after the Reorganization Transactions and this offering and that will be entitled, following the consummation of this offering, to exchange its LLC Interests for shares of our Class A common stock as described in "Certain Relationships and Related Party Transactions—Related party agreements entered into in connection with this offering and the Reorganization Transactions—Amended and Restated LLC Agreement of US LBM LLC."



•

"Former LLC Owners" refer to those Original LLC Owners (as defined below) that have agreed to transfer their LLC Interests for shares of our Class A common stock in connection with the consummation of this offering.



•

"LLC Interests" refer to the single class of common membership interests of US LBM LLC.



•

"Original LLC Owners" refer to the direct and indirect owners of US LBM LLC prior to the Reorganization Transactions and this offering, including Continuing LLC Owner and the Former LLC Owners.

        We will be a holding company and the sole managing member of US LBM LLC and, upon completion of this offering and the application of proceeds therefrom, our principal asset will be LLC Interests of US LBM LLC. US LBM LLC is the predecessor of the issuer, US LBM Holdings, Inc., for financial reporting purposes. US LBM Holdings, Inc. will be the financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements of the Company:

•

US LBM Holdings, Inc.  Other than the balance sheets dated as of September 30, 2019, December 31, 2018 and December 31, 2017, the historical financial information of US LBM Holdings, Inc. has not been included in this prospectus as it has no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus.



•

LBM Midco, LLC.  As we will have no other interest in any operations other than those of LBM Midco, LLC and its subsidiaries, the historical consolidated financial information included in this prospectus is that of LBM Midco, LLC and its subsidiaries. As a result of the Acquisition, the historical consolidated financial information included in this prospectus is presented in two periods: the period prior to the Acquisition ("Predecessor") and the period succeeding the Acquisition ("Successor").

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RISK FACTORS

        Investing in our Class A common stock involves a high degree of risk. Our reputation, business, financial position, results of operations and cash flows are subject to various risks. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this prospectus, including our consolidated financial statements and related notes, before making an investment decision. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us could materially and adversely affect our reputation, business, financial position, results of operations or cash flows. In such case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements." Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Risks Related to Our Business

We have been, and may continue to be, adversely impacted by declines in the residential new construction market.

        Our business units depend to a significant degree on the new residential construction market and, in particular, single family home construction. Residential new construction accounted for approximately 67% of our 2018 net sales. The homebuilding industry has undergone a significant decline from its peak in 2005. According to the U.S. Census Bureau, actual single family housing starts in the United States during 2018 increased 3.4% from 2017 levels, but remain 48.8% below their peak in 2005. The multi-year downturn in the homebuilding industry resulted in a substantial reduction in demand for the products our business units provide.

        We cannot predict the duration of the current housing industry market conditions or the timing or strength of any continued recovery of housing activity in our markets. The homebuilding industry also may not recover to historical levels. Continued weakness in the new residential construction market would have a material adverse effect on our business, financial condition and operating results. Factors impacting the level of activity in the residential new construction markets include changes in interest rates, unemployment rates, high foreclosure rates and unsold/foreclosure inventory, availability of financing, mortgage interest deductibility and other tax laws, labor costs, vacancy rates, local, state and federal government regulation and shifts in populations away from the markets that we serve. The homebuilding industry is also currently experiencing a shortage of qualified, trained labor in many areas, including those served by us. In addition, the mortgage markets continue to experience disruption and reduced availability of mortgages for potential homebuyers due to more restrictive standards to qualify for mortgages, including with respect to new home construction loans. Because of these factors, there may be fluctuations in our operating results, and the results for any historical period may not be indicative of results for any future period.

Residential repair and remodel activity levels may not return to historic levels, which may negatively impact our business, liquidity and results of operations.

        Many of our business units rely on residential repair and remodel activity levels. Historically, residential repair and remodeling activity has decreased in slow economic periods. Elevated unemployment levels, mortgage delinquency and foreclosure rates, limitations in the availability of mortgage and home improvement financing and lower housing turnover may continue to limit consumers' spending, particularly on discretionary items, and affect their confidence level leading to continued reduced spending on home improvement projects.

        Depressed activity levels in consumer spending for home improvement construction would adversely affect our business, liquidity, results of operations and financial position. Furthermore, continued economic weakness may cause unanticipated shifts in consumer preferences and purchasing

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practices and in the business models and strategies of our customers. Such shifts may alter the nature and prices of products demanded by the end consumer, and, in turn, our customers and could adversely affect our operating performance.

The commercial new construction market continues to experience a downturn, which could materially and adversely affect our business, liquidity and results of operations.

        Many of our business units derive substantial net sales from the commercial new construction market. According to Dodge Data & Analytics (www.construction.com), actual commercial building construction put-in-place in the United States during 2018 increased 1.0% from 2017 levels, and is 32.0% lower than 2007 levels. From time to time, our business units that serve the commercial building construction market have also been adversely affected in various parts of the country by declines in commercial new construction starts due to changes in tax laws affecting the real estate industry, high interest rates, the level of residential construction activity, labor costs, capital spending and commercial investment levels, corporate profitability, local, state and federal government regulation and other factors. Continued uncertainty about current economic conditions will continue to pose a risk to our business units that serve the commercial new construction market as participants in this industry may postpone spending in response to tighter credit, negative financial news or declines in income or asset values, which could have a continued material negative effect on the demand for our products and services.

        Between 2007 and 2009, the U.S. construction markets we serve experienced the most unprecedented declines since the post-World War II era. We cannot predict the duration of the current market conditions or the timing or strength of any recovery of commercial new construction activity in our markets. Continued weakness in the commercial building construction market could have a material adverse effect on our business, financial condition and operating results. In addition, because of these factors, there may be fluctuations in our operating results, and the results for any historical period may not be indicative of results for any future period.

Our business is affected by general business, financial market and economic conditions, which could adversely affect our results of operations.

        The markets in which we operate are sensitive to general business and economic conditions in the United States and worldwide, including availability of credit, interest rates, fluctuations in capital, credit and mortgage markets and business and consumer confidence. Adverse developments in global financial markets and general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on our business, financial condition, results of operations and cash flows, including our ability and the ability of our customers and suppliers to access capital. There was a significant decline in economic growth, both in the United States and worldwide, that began in the second half of 2007 and continued through 2011. In addition, volatility and disruption in the capital markets during that period reached unprecedented levels, with stock markets falling dramatically and credit becoming very expensive or unavailable to many companies without regard to those companies' underlying financial strength. As a result of these developments, many lenders and institutional investors reduced, and in some cases, ceased to provide funding to borrowers. Although there have been some indications of stabilization in the general economy and certain industries and markets in which we operate, there can be no guarantee that any improvement in these areas will continue or be sustained.

We may be unable to achieve our profitability goals.

        We have set goals to improve our profitability over time by growing our net sales and comparable location sales, increasing our gross margin and reducing our expenses as a percentage of sales. For the nine months ended September 30, 2019 and the year ended December 31, 2018, we achieved net income of $27.5 million and $38.3 million, respectively. For the years ended December 31, 2017

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and 2016, we had net losses of $10.9 million and $47.7 million, respectively. There can be no assurance that we will continue to avoid losses in future periods and achieve our profitability goals. Factors that could materially adversely affect our efforts to achieve these goals include, but are not limited to, the failure to:

•

grow our revenue through organic growth or through acquisitions;



•

drive purchasing efficiencies or maintain or increase our rebates from vendors;



•

improve our gross margins through the utilization of improved pricing practices and increasing sales of high margin product categories;



•

maintain or reduce our overhead and support expenses as we grow, including as a result of becoming a publicly traded company;



•

effectively evaluate future inventory reserves;



•

maintain relationships with our significant customers; and



•

effectively and efficiently integrate any acquired business units.

        Any of these failures or delays may adversely affect our ability to increase our profitability.

Future strategic transactions could impact our reputation, business, financial position, results of operations and cash flows, and we may not achieve the acquisition component of our growth strategy.

        Our long-term business strategy depends in part on increasing our sales and growing our market share through acquisitions and opening new greenfield locations. If we fail to identify and acquire suitable acquisition targets on appropriate terms, our growth strategy may be materially and adversely affected. Further, if our operating results decline as a result of reduced activity in the residential new construction, repair and remodel, or commercial new construction markets, we may be unable to obtain the capital required to effect new acquisitions or open new greenfield locations.

        We may not be able to integrate the operations of recently or future acquired businesses in an efficient and cost-effective manner or without significant disruption to our existing operations. We may also be required to incur additional debt in order to consummate acquisitions in the future, which debt may be substantial and may limit our flexibility in using our operating cash flows. Our failure to integrate future acquired businesses effectively or to manage other consequences of our acquisitions, including increased indebtedness, could prevent us from remaining competitive and, ultimately, could adversely affect our financial condition, operating results and cash flows.

        Acquisitions involve a number of special risks, including:

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problems implementing disclosure controls and procedures or unforeseen difficulties extending internal control over financial reporting at the newly acquired business;



•

potential adverse short-term effects on operating results through increased costs or otherwise;



•

diversion of management's attention and failure to recruit new, and retain existing, key personnel of the acquired business;



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failure to successfully implement information technology, logistics and systems integration;



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the possibility of our business growth outpacing the capability of our systems; and



•

the risks inherent in the systems of the acquired business and risks associated with unanticipated events or liabilities, any of which could have a material adverse effect on our business, financial condition and results of operations.

        In addition, if we finance acquisitions by issuing our equity securities or securities convertible into our equity securities, our existing stockholders would be diluted, which, in turn, could adversely affect the market price of our Class A common stock. We could also finance an acquisition with debt,

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resulting in higher leverage and interest costs relating to the acquisition. As a result, if we fail to evaluate and execute acquisitions efficiently, we may not ultimately experience the anticipated benefits of the acquisitions, and we may incur costs that exceed our expectations.

We are subject to pricing pressures.

        Large contractors and national homebuilders in both the residential and commercial new construction markets have historically been able to exert pressure on their outside suppliers and distributors to keep prices low in the highly fragmented building materials distribution industry. The recent construction industry downturn further increased the pricing pressures from homebuilders and other customers. In addition, continued consolidation in the residential and commercial construction markets and changes in builders' purchasing policies and payment practices could result in even further pricing pressure. A decline in the prices of the products we distribute could adversely impact our operating results. When the prices of the products we distribute decline, customer demand for lower prices could result in lower sales prices and, to the extent that our inventory at the time was purchased at higher costs, lower margins. Alternatively, in a rising price environment, our suppliers may increase prices or reduce discounts on the products we distribute and we may be unable to pass on any cost increase to our customers, thereby resulting in reduced margins and profits. Overall, these pricing pressures may adversely affect our operating results and cash flows.

The markets in which we operate are highly competitive and fragmented, and demand for our products could decrease if we are not able to compete effectively.

        The markets in which we operate are fragmented and highly competitive. Our competition includes national and regional distributors of building materials as well as smaller, local distributors. Retailers of building materials, repair and remodel supplies and contractors' tools also compete with us. Competition varies depending on product line, customer classification and geographic area.

        Competitors in one or more of our product categories may have substantially greater financial and other resources than us, which may allow them to offer higher levels of service or a broader selection of inventory than our business units can. We may be unable to respond effectively to such competitive pressures. Increased competition by existing and future competitors could result in reductions in volumes, prices, net sales and gross margins that could materially adversely affect our business, financial condition and results of operations. Furthermore, our success will depend, in part, on our ability to maintain our market share and gain market share from our competitors.

        Our customers consider the performance of the products we distribute, our customer service and price when deciding whether to purchase the products we distribute. Excess industry capacity for certain products in several geographic markets could lead to increased price competition. We may be unable to maintain our operating costs or product prices at a level that is sufficiently low for us to compete effectively. If we are unable to compete effectively with our existing competitors or new competitors enter the markets in which we operate, our financial condition, operating results and cash flows may be adversely affected.

Our competitors continue to consolidate, which could cause markets to become more competitive and could negatively impact our business.

        Our competitors continue to consolidate. This consolidation is being driven by customer needs and supplier capabilities, which could cause markets to become more competitive as greater economies of scale are achieved by distributors. Customers are increasingly aware of the total costs of fulfillment and of the need to have consistent sources of supply at multiple locations. We believe these customer needs could result in fewer distributors as the remaining distributors become larger and capable of being consistent sources of supply. There can be no assurance that we will be able to take advantage effectively of this trend toward consolidation. The trend in our industry toward consolidation could

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make it more difficult for us to maintain operating margins and could also increase competition for our potential acquisition targets and result in higher purchase price multiples.

A range of factors, including the effects of the weather and the seasonal nature of our business, may make our quarterly net sales and earnings variable.

        We have historically experienced, and in the future expect to continue to experience, variability in sales and earnings on a quarterly basis. The factors expected to contribute to this variability include, among others: (i) the cyclical nature of some of the markets in which we operate, including the residential and commercial new construction markets, (ii) general economic conditions in the various local markets in which we operate, (iii) the pricing policies of our competitors and (iv) the production schedules of our customers.

        Our business, financial condition and operating results depend on the operations of our local business units. These business units vary in size and financial condition, and certain of these business units bear a greater impact on our operating results than others. Any one or more of our business units may experience a decline in its own financial condition and operating results as a result of local market-specific factors, including weather patterns, unemployment rates, foreclosure rates and other general economic conditions in their markets. A decline at one or more of our most significant business units could have an adverse effect on our business, financial condition and operating results.

        The markets in which we operate are seasonal. Although weather patterns affect our operating results throughout the year, the months of November through February have historically been, and are generally expected to continue to be, adversely affected by weather patterns in many of our markets, causing reduced residential and commercial construction activity. We experience seasonal variation as a result of our customers' dependence on suitable weather to engage in new construction and repair and remodel projects. For example, during the winter months, construction activity generally declines due to inclement weather and shorter daylight hours. In addition, to the extent that hurricanes, severe storms, earthquakes, floods, fires, other natural disasters or similar events occur in the markets in which we operate, our business may be adversely affected. As a result, our operating results have historically varied significantly between fiscal quarters, and we anticipate that we will continue to experience these quarterly fluctuations in the future.

        These factors make it difficult to project our operating results on a consistent basis, which may affect the value of our Class A common stock.

Certain of our products are commodities and fluctuations in prices of these commodities could affect our operating results.

        Some of the building products we distribute, including lumber, plywood and particleboard, are commodities that are widely available from other manufacturers or distributors with prices and volumes determined frequently based on participants' perceptions of short-term supply and demand factors. A shortage of capacity or excess capacity in the industry can result in significant increases or declines in market prices for those products, often within a short period of time.

        Prices of commodity products can also change as a result of national and international economic conditions, labor and freight costs, competition, market speculation, government regulation and trade policies, as well as from periodic delays in the delivery of lumber and other products. Short-term changes in the cost of these materials, some of which are subject to significant fluctuations, are sometimes passed on to our customers, but our pricing quotation periods and pricing pressure from our competitors may limit our ability to pass on such price changes. We may also be limited in our ability to pass on increases in freight costs on our products due to the price of fuel.

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income. In particular, low market prices for wood products over a sustained period can adversely affect our financial condition, operating results and cash flows, as can excessive spikes in market prices. Our wood products product category represented approximately 28% of our net sales for 2018. If lumber or structural panel prices were to decline significantly from current levels, our net sales and net income would be negatively affected.

The loss of any of our significant customers could adversely affect our financial condition.

        Our ten largest customers generated approximately 10% of our net sales for 2018. We cannot guarantee that we will maintain or improve our relationships with these customers or that we will continue to supply these customers at historical levels. In addition, consolidation among customers could also result in a loss of some of our present customers to our competitors. The loss of one or more of our significant customers, a significant customer's decision to purchase our products in significantly lower quantities than they have in the past or deterioration in our relationship with any of our significant customers could significantly affect our financial condition, operating results and cash flows. Generally, our customers are not required to purchase any minimum amount of products from us. We do not enter into contracts with most of our customers and thus supply products or services only when and if ordered by the customer. Should our customers purchase our products in significantly lower quantities than they have in the past, such decreased purchases could have a material adverse effect on our financial condition, operating results and cash flows.

A significant portion of our net sales are credit sales, which are made primarily to customers whose ability to pay depends on the creditworthiness of the customer, including the economic strength of the industry and geographic areas in which they operate, and the failure to collect or timely collect monies owed from customers could adversely affect our financial condition.

        A significant portion of our net sales volume in 2018 was facilitated through the extension of credit to our customers whose ability to pay depends, in part, on the economic strength of the industry in the areas where they operate. Our business units offer credit to customers, either through unsecured credit that is based solely upon the creditworthiness of the customer, or secured credit for materials sold for a specific job where the security lies in lien rights associated with the materials going into the job. The type of credit offered depends both on the financial strength of the customer and the nature of the business in which the customer is involved. End users, resellers and other non-contractor customers generally purchase more on unsecured credit than secured credit. The inability of our customers to pay off their credit lines in a timely manner, or at all, would adversely affect our financial condition, operating results and cash flows. Furthermore, our collections efforts with respect to non-paying or slow-paying customers could negatively impact our customer relations going forward.

        Because we depend on the creditworthiness of certain of our customers, if the financial condition of our customers declines, our credit risk could increase. Significant contraction in our markets, coupled with tightened credit availability and financial institution underwriting standards, would adversely affect certain of our customers. Should one or more of our larger customers declare bankruptcy, it could adversely affect the collectability of our accounts receivable and net income.

Interruptions in the proper functioning of information technology systems could disrupt operations and cause unanticipated increases in our costs or decreases in our revenues, or both.

        Because we use our information technology ("IT") systems to, among other things, manage inventories and accounts receivable, make purchasing decisions and monitor our results of operations, the proper functioning of our IT systems is critical to the successful operation of our business. IT systems are vulnerable to natural disasters, power losses, unauthorized access, telecommunication failures and other problems. If critical IT systems fail, or are otherwise unavailable, our ability to process orders, track credit risk, identify business opportunities, maintain proper levels of inventories, collect accounts receivable, pay expenses and otherwise manage our business units would be adversely

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affected. Further, security breaches of our technology systems could expose us to litigation or reputational harm.

        Third-party service providers are responsible for managing a significant portion of our information systems and roll out of our technology platform. Our business and results of operations may be materially adversely affected if any third-party service provider does not perform satisfactorily.

We may not be able to expand into new geographic markets, which may impact our ability to grow our business.

        We intend to continue pursuing our growth strategy by expanding into new geographic markets for the foreseeable future. Our expansion into new geographic markets may present competitive, distribution and other challenges that differ from the challenges we currently face. In addition, we may be less familiar with the customers in these markets and may ultimately face different or additional risks, as well as increased or unexpected costs, compared to those we experience in our existing markets. Expansion into new geographic markets may also expose us to direct competition with companies with whom we have limited or no past experience as competitors. To the extent we rely upon expanding into new geographic markets and do not meet, or are unprepared for, any new challenges posed by such expansion, our future sales growth could be negatively impacted, our operating costs could increase, and our business operations and financial results could be negatively affected.

Our results also depend on the successful implementation of our strategic initiatives. We may not be able to implement these strategies successfully, on a timely basis, or at all.

        Our ability to grow depends on a number of factors, including our ability to implement our strategic initiatives to retain and expand existing customer relationships, drive the expansion of specialty products across our locations, enhance our procurement practices and relationships with suppliers, optimize pricing and margins across our business units, fully roll out our technology platform and leverage our technology platform to increase engagement with our customers and adapt to changing industry trends. We may not be successful in implementing some or all of these operational initiatives and strategies. If we are unsuccessful in implementing our strategic initiatives, our business will be adversely affected. Further, even if successfully implemented, our business strategy may not ultimately produce positive financial results.

Our success depends on our ability to attract, train and retain highly qualified associates and other key personnel while controlling related labor costs.

        To be successful, we must attract, train and retain a large number of highly qualified associates while controlling related labor costs. In many of our markets, highly qualified associates are in high demand and we compete with other businesses for these associates and invest significant resources in training and incentivizing them. There can be no assurance that we will be able to attract or retain highly qualified associates in the future, including, in particular, those employed by companies we acquire.

        In certain of our markets, the lack of skilled labor is particularly significant during the summer months when the demand for our products increases. We have in the past and may in the future rely on foreign workers we hire temporarily pursuant to H-2B visas. If the availability of skilled labor, including temporary foreign workers, continues to decline, including as a result of changing immigration policies in the United States, it may have a material adverse effect on our business.

        Our ability to control labor costs is subject to numerous external factors, including prevailing wage rates and health and other insurance costs. Historically, the effects of collective bargaining and other similar labor agreements on us have not been significant. However, if a larger number of our employees were to unionize, the effect on us may be negative.

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        In addition, our business results depend largely on our chief executive officer and senior management team as well as our branch managers and sales personnel and their experience, knowledge of local market dynamics and specifications and long-standing customer relationships. We customarily sign employment letters with key personnel of companies we acquire in order to maintain key customer relationships and manage the transition of the acquired business unit. In addition, many of our business unit leaders are nearing retirement age. Our inability to retain or hire qualified branch managers or sales personnel at reasonable compensation levels would restrict our ability to successfully operate and grow our business.

We are exposed to product liability, warranty, casualty, construction defect, contract, tort, employment and other claims and legal proceedings related to our business, the products we distribute, the services we provide and services provided for us by third parties, which may exceed the coverage of our insurance.

        In the ordinary course of business, we are subject to various claims and litigation. Any such claims, whether with or without merit, could be time consuming and expensive to defend and could divert management's attention and resources. The building materials industry has been subject to personal injury and property damage claims arising from alleged exposure to raw materials contained in building products as well as claims for incidents of catastrophic loss, such as building fires. As a distributor of building materials, we face an inherent risk of exposure to product liability claims in the event that the use of the products we have distributed in the past or may in the future distribute is alleged to have resulted in economic loss, personal injury or property damage or violated environmental, health or safety or other laws. Such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. We are also from time to time subject to casualty, contract, tort and other claims relating to our business, the products we have distributed in the past or may in the future distribute and the services we have provided in the past or may in the future provide, either directly or through third parties. Further, many of the contracts we enter into with our customers require us to indemnify our customers for claims arising out of the products we distribute. If any such claim were adversely determined, our financial condition, operating results and cash flows could be adversely affected if we were unable to seek indemnification for such claims or were not adequately insured for such claims. We rely on manufacturers and other suppliers to provide us with the products we sell or distribute. Since we do not have direct control over the quality of products that are manufactured or supplied to us by third parties, we are particularly vulnerable to risks relating to the quality of such products. In addition, we are exposed to potential claims arising from the conduct of our employees, builders and their subcontractors, and third-party installers for which we may be liable. We and they are subject to regulatory requirements and risks applicable to general contractors, which include management of licensing, permitting and quality of third-party installers. As they apply to our business, if we fail to manage these processes effectively or provide proper oversight of these services, we could suffer lost sales, fines and lawsuits, as well as damage to our reputation, which could adversely affect our business and the results of our operations.

        Claims and investigations may arise related to distributor relationships, commercial contracts, antitrust or competition law requirements, employment matters, employee benefits issues and other compliance and regulatory matters, including anti-corruption and anti-bribery matters. We may also be subject to claims arising from the operations of our various businesses for periods prior to the dates we acquired them. We cannot predict or, in some cases, control the costs to defend or resolve such claims.

        There can be no assurance that we will be able to maintain suitable and adequate insurance on acceptable terms or that such insurance will provide adequate protection against potential liabilities, and the cost of any product liability, warranty, casualty, construction defect, contract, tort, employment or other litigation or other proceeding, even if resolved in our favor, could be substantial. Additionally, we do not carry insurance for all categories of risk that our business may encounter. Any significant

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uninsured liability may require us to pay substantial amounts. There can be no assurance that any current or future claims will not adversely affect our financial position, cash flows or results of operations.

Product shortages and the loss of key suppliers may impair our operating results.

        Our ability to offer a wide variety of products to our customers depends on our ability to obtain adequate product supply from manufacturers or other suppliers. Generally, many of our products are obtainable from various sources and in sufficient quantities. However, the loss of, or substantial decrease in the availability of, products from our suppliers, or the loss of a key supplier, could adversely impact our financial condition, operating results and cash flows. In addition, supply interruptions could arise from shortages of raw materials, labor disputes or weather conditions affecting products or shipments, transportation disruptions or other factors beyond our control. Short- and long-term disruptions in our supply chain would result in a need to maintain higher inventory levels as we replace similar product, a higher cost of product and ultimately a decrease in our net sales and profitability. A disruption in the timely availability of our products by our key suppliers would result in a decrease in our revenues and profitability. We generally do not enter into long-term agreements with our suppliers. Failure by our suppliers to continue to supply us with products on commercially reasonable terms, or at all, would put pressure on our operating margins and have a material adverse effect on our financial condition, operating results and cash flows. Short-term changes in the cost of these materials, some of which are subject to significant fluctuations, are sometimes, but not always passed on to our customers. Our inability to pass on material price increases to our customers could adversely impact our financial condition, operating results and cash flows.

A change in our product mix could adversely affect our results of operations.

        Our results may be affected by a change in our product mix. Our outlook, budgeting and strategic planning assume a certain product mix of sales. If actual results vary from this projected product mix of sales, our financial results could be negatively impacted. Additionally, gross margins vary across our product lines. If the mix of products shifts from higher margin product categories to lower margin product categories, our overall gross margins and profitability may be adversely affected. Consequently, changes in our product mix could have a material adverse effect on our financial condition and operating results.

We may be unable to effectively manage our inventory and working capital as our sales volume increases or the prices of the products we distribute fluctuate, which could have a material adverse effect on our business, financial condition and operating results.

        We purchase many of our products directly from manufacturers, which are then sold and distributed to customers. We must maintain, and have adequate working capital to purchase, sufficient inventory to meet customer demand. Due to the lead times required by our suppliers, we order products in advance of expected sales. As a result, we are required to forecast our sales and purchase accordingly. In periods characterized by significant changes in economic growth and activity in the residential and commercial building and home repair and remodel industries, it can be especially difficult to forecast our sales accurately. We must also manage our working capital to fund our inventory purchases. Such issues and risks can be magnified by the diversity of product mix our business units carry, with over 60,000 SKUs across multiple major product categories. Excessive increases in the market prices of certain building products can put negative pressure on our operating cash flows by requiring us to invest more in inventory. In the future, if we are unable to effectively manage our inventory and working capital as we attempt to expand our business, our cash flows may be negatively affected, which could have a material adverse effect on our business, financial condition and operating results.

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We occupy most of our facilities under leases. We may be unable to renew leases on favorable terms or at all. Also, if we close a facility, we may remain obligated under the applicable lease.

        Most of our facilities are located in leased premises. Our leased facilities typically have terms ranging from five to 15 years, with options to renew for specified periods of time. We believe that leases we enter into in the future will likely be long-term and non-cancelable and have similar renewal options. However, there can be no assurance that we will be able to renew our current or future leases on favorable terms or at all which could have an adverse effect on our ability to operate our business and on our results of operations. In addition, if we close or idle a facility, we generally remain committed to perform our obligations under the applicable lease, which include, among other things, payment of the base rent for the balance of the lease term.

        In addition, at the end of the lease term and any renewal period for a facility, we may be unable to renew the lease without substantial additional cost, if at all. If we are unable to renew our facility leases, we may close or relocate a facility, which could subject us to construction and other costs and risks, which in turn could have a material adverse effect on our business and operating results. Further, we may not be able to secure a replacement facility in a location that is as commercially viable, including access to rail service, as the lease we are unable to renew. Having to close a facility, even briefly to relocate, would reduce the sales that such facility would have contributed to our revenues. Additionally, a relocated facility may generate less revenue and profit, if any, than the facility it was established to replace.

If petroleum prices increase, our results of operations could be adversely affected.

        Petroleum prices have fluctuated significantly in recent years, including recent periods of historically low prices. Prices and availability of petroleum products are subject to political, economic and market factors that are outside our control. Political events in petroleum-producing regions as well as hurricanes and other weather-related events may cause the price of fuel to increase. Within our business units, we deliver products to our customers via our fleet of trucks. Our operating profit will be adversely affected if we are unable to obtain the fuel we require or to fully offset the anticipated impact of higher fuel prices through increased prices or fuel surcharges to our customers. Besides passing fuel costs on to customers, we have not entered into any hedging arrangements that protect against fuel price increases, and we do not have any long-term fuel purchase contracts. If shortages occur in the supply of necessary petroleum products and we are not able to pass along the full impact of increased petroleum prices to our customers, our results of operations would be adversely affected.

We may be adversely affected by any natural or man-made disruptions to our facilities.

        We currently maintain a broad network of operating facilities throughout the United States. Any widespread disruption to our facilities resulting from fire, earthquake, weather-related events, an act of terrorism or any other cause could damage a significant portion of our inventory and could materially impair our ability to distribute our products to customers. We could incur significantly higher costs and longer lead times associated with distributing our products to our customers during the time that it takes for us to reopen or replace a damaged facility. For example, Hurricanes Harvey and Irma and subsequent flooding in 2017 caused supply and other business disruptions for certain of our business units which negatively impacted our results of operations in 2017.

        In addition, any shortages of fuel or significant fuel cost increases could disrupt our ability to distribute products to our customers. Disruptions to the national or local transportation infrastructure systems including those related to a terrorist attack, strike or otherwise may also affect our ability to keep our operations and services functioning properly. If any of these events were to occur, our financial condition, operating results and cash flows could be materially adversely affected.

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We are subject to cybersecurity risks and information technology interruptions which could have a material impact on our business and operations, and we may incur increasing costs in an effort to minimize those risks.

        Information security risks have increased in recent years because of the proliferation of new technologies and the increased sophistication and activity of perpetrators of cyber-attacks. Our systems have been, and may continue to be, the target of computer viruses or other malicious cybersecurity attacks. While to date we have not experienced a material cybersecurity breach of our operational or information security systems, future attacks could lead to extended operational disruptions, significant costs and other consequences, which could have a material impact on our business and results of operations. As a result, cyber-security and the continued development and enhancement of the controls and processes designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for us. As cyber-threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities.

We employ third-party and open source licensed software for use in our business, and the inability to maintain these licenses, errors in the software we license or the terms of open source licenses could result in increased costs, or reduced service levels, which would adversely affect our business.

        Our business, including our mobile platform, relies on certain third-party software obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party software in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of new third-party software may require significant work and require substantial investment of our time and resources. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties, which may not be available on commercially reasonable terms or at all. Many of the risks associated with the use of third-party software cannot be eliminated, and these risks could negatively affect our business.

Federal, state, local and other regulations could impose substantial costs and restrictions on our operations that would reduce our net income.

        We are subject to various federal, state, local and other laws and regulations, including, among other things, transportation regulations promulgated by the U.S. Department of Transportation (the "DOT"), work safety regulations promulgated by the Occupational Safety and Health Administration, employment regulations promulgated by the U.S. Equal Employment Opportunity Commission, regulations on the import of certain raw materials and products we sell, regulations of the U.S. Department of Labor, accounting standards issued by the Financial Accounting Standards Board (the "FASB") or similar entities, and state and local zoning restrictions, building codes and contractors' licensing regulations. More burdensome regulatory requirements in these or other areas may increase our general and administrative costs and adversely affect our financial condition, operating results and cash flows. Moreover, failure to comply with the regulatory requirements applicable to our business could expose us to litigation and substantial fines and penalties that could adversely affect our financial condition, operating results and cash flows.

        Our transportation operations, upon which we depend to distribute products from our distribution centers, are subject to the regulatory jurisdiction of the DOT and the Federal Motor Carrier Safety Administration ("FMCSA"), which have broad administrative powers with respect to our transportation operations. Vehicle dimensions and driver hours of service also are subject to both federal and state regulation. More restrictive limitations on vehicle weight and size, trailer length and configuration, or driver hours of service would increase our costs, which, if we are unable to pass these cost increases on to our customers, may increase our selling, general and administrative expenses and adversely affect

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our financial condition, operating results and cash flows. If we fail to comply adequately with the DOT and FMCSA regulations or such regulations become more stringent, we could experience increased inspections, regulatory authorities could take remedial action, including imposing fines or shutting down our operations, or we could be subject to increased audit and compliance costs. If any of these events were to occur, our financial condition, operating results and cash flows would be adversely affected.

        In addition, the residential and commercial construction industries are subject to various local, state and federal statutes, ordinances, codes, rules and regulations concerning zoning, building design and safety, construction, contractor licensing, energy conservation and similar matters, including regulations that impose restrictive zoning and density requirements on the residential new construction industry or that limit the number of homes or other buildings that can be built within the boundaries of a particular area. Regulatory restrictions may increase our operating expenses and limit the availability of suitable building lots for our customers, any of which could negatively affect our business, financial condition and results of operations.

        Further changes in laws or regulations applicable to our business, such as announcements by President Trump to impose a number of tariffs on foreign imports, could have a material impact on our business and financial performance.

We could incur significant costs to comply with environmental, health and safety laws or to satisfy any liability or obligation imposed under such laws.

        We are subject to various federal, state and local environmental, health and safety laws and regulations, including laws and regulations governing the investigation and cleanup of contaminated properties, discharges of hazardous materials to the environment, product safety and the health and safety of our employees and customers. These laws and regulations impose a variety of requirements and restrictions on our operations and the products we distribute. Our failure to comply with these laws and regulations could result in fines, penalties, enforcement actions, third party claims, requirements to investigate or remediate contamination or to pay for the costs of investigation or cleanup, or regulatory or judicial orders requiring corrective measures and could negatively impact our reputation with customers. In addition, changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination, or the imposition of other environmental liabilities or obligations in the future, including obligations concerning any potential health hazards associated with our products, may lead to additional compliance or other costs that could have an adverse effect on our business, financial condition or results of operations.

An impairment of goodwill could have a material adverse effect on our results of operations.

        Acquisitions frequently result in the recording of goodwill and other intangible assets. As of September 30, 2019, goodwill represented approximately 32% of our total assets. Goodwill is not amortized and is subject to impairment testing at least annually using a fair value based approach. The identification and measurement of goodwill impairment involves the estimation of the fair value of our reporting units. The estimates of fair value of reporting units are based on the best information available as of the date of the assessment and incorporate management assumptions about expected future cash flows and other valuation techniques. Future cash flows can be affected by changes in industry or market conditions, among other factors. The recoverability of goodwill is evaluated at least annually and when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. During the quarter ended June 30, 2019, we recorded a goodwill impairment charge of $12.6 million.

        We cannot accurately predict the amount and timing of any impairment of assets, and, in the future, we may be required to take additional goodwill or other asset impairment charges relating to

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certain of our reporting units. Any such non-cash charges would have an adverse effect on our financial results.

Future changes in financial accounting standards may significantly change our reported results of operations.

        GAAP is subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the Securities and Exchange Commission ("SEC") and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.

        Additionally, our assumptions, estimates and judgments related to complex accounting matters could significantly affect our financial results. GAAP and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, including, but not limited to, revenue recognition, impairment of long-lived assets, leases and related economic transactions, intangibles, self-insurance, income taxes, property and equipment, litigation and stock-based compensation are highly complex and involve many subjective assumptions, estimates and judgments by us. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments by us (i) could require us to make changes to our accounting systems to implement these changes that could increase our operating costs and (ii) could significantly change our reported or expected financial performance.

Risks Related to Our Indebtedness

Our current indebtedness, degree of leverage and any future indebtedness we may incur may adversely affect our cash flow, limit our operational and financing flexibility and negatively impact our business and our ability to make payments on our indebtedness and declare dividends and make other distributions.

        On August 20, 2015, US LBM LLC and its subsidiary LBM Borrower, LLC ("LBM Borrower") entered into the ABL Credit Agreement (as defined in "Description of Certain Indebtedness," and the facility made available under the ABL Credit Agreement referred to as the "ABL Facility"), the First Lien Term Loan Credit Agreement and the Second Lien Term Loan Credit Agreement (each as defined in "Description of Certain Indebtedness," and the facilities made available under the First Lien Term Loan Credit Agreement and the Second Lien Term Loan Credit Agreement referred to as the "First Lien Term Loan Facility" and the "Second Lien Term Loan Facility," respectively, and collectively as the "Term Loan Facilities"). The ABL Credit Agreement was amended on January 4, 2016, March 24, 2016, April 29, 2016 and October 22, 2019, the First Lien Term Loan Credit Agreement was amended on November 30, 2015, October 5, 2016, January 31, 2017, August 14, 2017 and February 15, 2018 and the Second Lien Term Loan Credit Agreement was amended on June 1, 2016, October 5, 2016 and August 14, 2017. As of September 30, 2019, $70.8 million was outstanding under the ABL Facility and $190.2 million was available for future borrowings under the ABL Facility. In addition, as of September 30, 2019, $833.7 million was outstanding under the First Lien Term Loan Facility and $219.5 million was outstanding under the Second Lien Term Loan Facility and we may incur additional debt in the future. The degree to which we are leveraged may have significant consequences to our business and, as a result, may impact our stockholders, including:

•

impairing our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes;



•

requiring us to dedicate a significant portion of our cash flow from operations to pay interest on any outstanding indebtedness, which would reduce the funds available to us for operations and other purposes;

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•

limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;



•

making it more difficult for us to satisfy our obligations with respect to our indebtedness;



•

making us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;



•

exposing us to the risk of increased interest rates because any borrowings we make under the ABL Facility and our borrowings under the Term Loan Facilities under certain circumstances, will bear interest at variable rates;



•

placing us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, more able to take advantage of opportunities that our leverage prevents us from exploiting;



•

impairing our ability to refinance existing indebtedness or borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other purposes;



•

restricting our ability to pay dividends and make other distributions; and



•

adversely affecting our credit ratings.

        Any of the above listed factors could materially adversely affect our financial condition, liquidity or results of operations.

Despite our current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

        We may be able to incur significant additional indebtedness in the future, including secured debt. Although the agreements governing our indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. In addition, the ABL Facility provides a commitment of up to $275.0 million, subject to a borrowing base. As of September 30, 2019, we had an additional $190.2 million available for borrowing under the ABL Facility. If new debt is added to our current debt levels, the related risks that we now face could intensify.

We will require a significant amount of cash to service our indebtedness. The ability to generate cash or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control.

        We are a holding company, and as such we have no independent operations or material assets other than our ownership of equity interests in our subsidiaries. We depend on our subsidiaries to distribute funds to us so that we may pay our obligations and expenses, including satisfying our indebtedness. Our ability to make scheduled payments on, or to refinance our obligations under, our indebtedness and to fund planned capital expenditures and other corporate expenses will depend on the ability of our subsidiaries to make distributions, dividends or advances, which in turn will depend on their future operating performance and on economic, financial, competitive, legislative, regulatory and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which they may be subject. Many of these factors are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized or that future borrowings will be available to us in an amount sufficient to enable us to satisfy our obligations under our indebtedness or to fund our other needs. In order for us to satisfy our obligations under our respective indebtedness

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and fund our planned capital expenditures, we must continue to execute our business strategy. If we are unable to do so, we may need to reduce or delay our planned capital expenditures or refinance all or a portion of our indebtedness on or before maturity. Significant delays in our planned capital expenditures may materially and adversely affect our future revenue prospects. In addition, we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

The agreements that govern our indebtedness contain various covenants that could limit our ability to engage in activities that may be in our best long-term interests.

        The agreements that govern our indebtedness include covenants that, among other things, may impose significant operating and financial restrictions, including restrictions on our operating subsidiaries' ability to engage in activities that may be in our best long-term interests. These covenants may restrict the ability of our restricted subsidiaries to (among other things):

•

incur additional indebtedness;



•

create or maintain liens on property or assets;



•

consolidate, merge, convey, transfer or lease all or substantially all of our assets;



•

sell, lease, transfer or otherwise dispose of certain assets;



•

declare or pay dividends, redeem stock or make other distributions;



•

make certain investments, loans and advances;



•

repurchase or redeem junior indebtedness;



•

enter into transactions with affiliates;



•

agree to payment restrictions affecting the ability of our restricted subsidiaries to pay dividends to us or make other intercompany loans or transfers; and



•

enter into new lines of business.

        In addition, under the terms of the ABL Facility, we may in certain circumstances be required to comply with a specified fixed charge coverage ratio. Our ability to meet this ratio could be affected by events beyond our control, and we cannot assure that we will meet this ratio.

        A breach of any of the covenants under any of our debt agreements would result in a default under such agreement. If any such default occurs and is not cured or waived, the administrative agent under the agreement would be entitled to take various actions, including the acceleration of amounts due under the agreement and all actions permitted to be taken by a secured creditor, including to foreclose against the assets securing their borrowings. We cannot be certain that we will have funds available to remedy these defaults. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all. This could have serious adverse consequences on our financial condition and could cause us to become insolvent, and we could be forced into bankruptcy or liquidation. See "Description of Certain Indebtedness."

        We have in the past needed to seek waivers or amendments to our debt agreements. See "Description of Certain Indebtedness." There can be no assurance that our lenders would provide such waivers or agree to such amendments in the future.

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An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

        Our indebtedness under the ABL Facility and the Term Loan Facilities bears interest at variable rates. As a result, increases in interest rates above the applicable floor, if any, could increase the cost of servicing such debt and materially reduce our profitability and cash flows. As of September 30, 2019, assuming all ABL Facility revolving loans were fully drawn, each one percentage point change in interest rates (above the applicable floor, if any) would result in approximately a $13.3 million increase in annual interest expense on our variable rate indebtedness. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial indebtedness.

The interest rates on our Term Loan Facilities and ABL Facility may be impacted by the phase out of the London Interbank Offered Rate ("LIBOR")

        Interest rates on borrowings under our Term Loan Facilities and ABL Facility may be based on LIBOR. In July 2017, the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021. At this time, there is no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. The phase out of LIBOR may have an adverse impact on the cost of our borrowings under our Term Loan Facilities and ABL Facility.

We may have future capital needs that require us to incur additional debt and may be unable to obtain additional financing on acceptable terms, if at all.

        We rely substantially on the liquidity provided by our existing ABL Facility and cash on hand to provide working capital and fund our operations. Our working capital and capital expenditure requirements are likely to grow as the residential and commercial construction markets improve and we execute our strategic growth plan. Economic and credit market conditions, the performance of the residential and commercial construction markets, and our financial performance, as well as other factors, may constrain our financing abilities. Our ability to secure additional financing, if available, and to satisfy our financial obligations under indebtedness outstanding from time to time will depend on our future operating performance, the availability of credit, economic conditions and financial, business and other factors, many of which are beyond our control. The worsening of current housing market conditions and the macroeconomic factors that affect our industry could require us to seek additional capital and have a material adverse effect on our ability to secure such capital on favorable terms, if at all.

        We may be unable to secure additional financing or financing on favorable terms or our operating cash flow may be insufficient to satisfy our financial obligations under our outstanding indebtedness. If additional funds are raised through the issuance of additional equity or convertible debt securities, our stockholders may experience significant dilution. We may also incur additional indebtedness in the future, including secured debt, subject to the restrictions contained in the ABL Facility and the Term Loan Facilities. If new debt is added to our current debt levels, the related risks that we now face could intensify.

The Amended and Restated LLC Agreement of US LBM LLC and the Tax Receivable Agreements may limit our ability to incur additional indebtedness or refinance our existing indebtedness on favorable terms.

        The Amended and Restated LLC Agreement of US LBM LLC will restrict our ability to incur additional indebtedness or refinance our existing indebtedness in a manner that would materially and adversely affect US LBM LLC's ability to make tax distributions to holders of LLC Interests. We may be unable to secure additional financing or refinance our existing indebtedness on favorable terms as a result of such restriction.

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        In addition, each of the Tax Receivable Agreements requires that any debt document that refinances or replaces our existing indebtedness be no more restrictive on our ability to make payments under each Tax Receivable Agreement then our current indebtedness, unless Kelso otherwise consents. At the time of any such refinancing or replacing of our existing indebtedness, it may not be possible to include such terms in such debt documents, and as a result, we may need Kelso's consent to complete such refinancing of our existing indebtedness.

Risks Related to Our Organizational Structure

Our principal asset after the completion of this offering will be our interest in US LBM LLC, and, accordingly, we will depend on distributions from US LBM LLC to pay our taxes and other expenses, including payments under the Tax Receivable Agreements. US LBM LLC's ability to make such distributions may be subject to various limitations and restrictions.

        Upon the consummation of this offering, we will be a holding company and will have no material assets other than our ownership of the LLC Interests. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of US LBM LLC and its subsidiaries and distributions we receive from US LBM LLC. There can be no assurance that US LBM LLC and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including covenants in the agreements that govern US LBM LLC's indebtedness, will permit such distributions.

        US LBM LLC is expected to continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income of US LBM LLC, if any, will be allocated to holders of LLC Interests, including us. Accordingly, we will generally incur U.S. federal income taxes on our allocable share of any net taxable income of US LBM LLC. Under the terms of the Amended and Restated LLC Agreement of US LBM LLC, US LBM LLC generally will be obligated to make tax distributions to holders of LLC Interests, including us, to the extent that other distributions made by US LBM LLC are otherwise insufficient to pay the tax liabilities of holders of LLC Interests. In addition to tax expenses, we will also incur expenses related to our operations, including payments under the Tax Receivable Agreements, which we expect could be significant. We intend, as its managing member, to cause US LBM LLC to make cash distributions to the owners of LLC Interests, including us, in an amount sufficient to (i) fund all or part of their tax obligations in respect of taxable income allocated to them and (ii) cover Holdings' operating expenses, including payments made under the Tax Receivable Agreements. However, US LBM LLC's ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which US LBM LLC is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering US LBM LLC insolvent. If we do not have sufficient funds to pay taxes or other expenses or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under any Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under such Tax Receivable Agreement and therefore accelerate payments due under such Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions—Related party agreements entered into in connection with this offering and the Reorganization Transactions—Tax Receivable Agreements" and "Certain Relationships and Related Party Transactions—Related party agreements entered into in connection with this offering and the Reorganization Transactions—Amended and Restated LLC Agreement of US LBM LLC." In addition, if US LBM LLC does not have sufficient funds to make distributions, our ability to declare and pay

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cash dividends on our Class A common stock will also be restricted or impaired. See "—Risks Related to Our Class A Common Stock and This Offering" and "Dividend Policy."

The Tax Receivable Agreements require us to make cash payments to Continuing LLC Owner and certain Former LLC Owners in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

        Upon the consummation of this offering, we will be party to two Tax Receivable Agreements that will obligate us to make payments to Continuing LLC Owner (or its permitted transferees) and certain of the Former LLC Owners in respect of depreciation and amortization deductions related to certain increases in the tax basis of tangible and intangible assets of US LBM LLC. In the case of Continuing LLC Owner, these payments will relate to tax basis created when Continuing LLC Owner exchanges LLC Interests for our Class A common stock. In the case of certain of the Former LLC Owners, these payments will relate to tax basis created when such Former LLC Owners indirectly acquired their ownership interest in US LBM LLC. Under the first of these agreements, the Continuing LLC Owner Tax Receivable Agreement, we will be required to make cash payments to Continuing LLC Owner or its permitted transferees equal to 85% of the benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) increases in tax basis or similar tax benefits as a result of exchanges of LLC Interests for cash or shares of our Class A common stock pursuant to the Exchange Agreement and (ii) our utilization of certain other tax benefits related to our entering into the Continuing LLC Owner Tax Receivable Agreement, including tax benefits attributable to payments under the Continuing LLC Owner Tax Receivable Agreement. Under the second agreement, the Former LLC Owner Tax Receivable Agreement, we will be required to make cash payments to certain of the Former LLC Owners or their permitted transferees equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) the tax attributes of the LLC Interests we hold in respect of such Former LLC Owners' interest in us, which resulted from such Former LLC Owners' prior indirect acquisition of ownership interests in US LBM LLC and (ii) certain other tax benefits. The amount of the cash payments that we will be required to make under the Tax Receivable Agreements are expected to be significant. Under the Former LLC Owner Tax Receivable Agreement these future payments are estimated to be approximately $           million. See "Unaudited Pro Forma Combined Financial Statements" for additional detail on anticipated future payments under the Former LLC Owner Tax Receivable Agreement. Any payments made by us under the Tax Receivable Agreements will generally reduce the amount of overall cash flow that might have otherwise been available to us. Furthermore, our future obligation to make payments under the Tax Receivable Agreements could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreements. Payments under the Tax Receivable Agreements are not conditioned on any holder's continued ownership of LLC Interests or our common stock after this offering.

        The actual amount and timing of any payments under the Tax Receivable Agreements will vary depending upon a number of factors, including the timing of exchanges by the holders of LLC Interests, the amount of gain recognized by such holders of LLC Interests, the amount and timing of the taxable income we generate in the future and the federal tax rates then applicable.

Our organizational structure, including the Tax Receivable Agreements, confers certain benefits upon the Continuing LLC Owner and certain Former LLC Owners that will not benefit Class A common stockholders to the same extent as it will benefit Continuing LLC Owner or such Former LLC Owners.

        Our organizational structure, including the Tax Receivable Agreements, confers certain benefits upon Continuing LLC Owner and certain Former LLC Owners that will not benefit the holders of our Class A common stock to the same extent as it will benefit Continuing LLC Owner or such Former LLC Owners. We will enter into the Continuing LLC Owner Tax Receivable Agreement which

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will provide for the payment by us to the exchanging holders of LLC Interests of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) increases in tax basis or similar tax benefits as a result of exchanges of LLC Interests for cash or shares of our Class A common stock pursuant to the Exchange Agreement and (ii) our utilization of certain other tax benefits related to our entering into the Continuing LLC Owner Tax Receivable Agreement, including tax benefits attributable to payments under the Continuing LLC Owner Tax Receivable Agreement. In addition, we will enter into the Former LLC Owner Tax Receivable Agreement which will provide for the payment by us to certain Former LLC Owners or their permitted transferees of 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) the tax attributes of the LLC Interests we hold in respect of such Former LLC Owners' interest in us, which resulted from such Former LLC Owners' prior acquisition of ownership interests in US LBM LLC and (ii) certain other tax benefits. Although we will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A common stock. In addition, our organizational structure, including the Tax Receivable Agreements, will impose additional compliance costs and require a significant commitment of resources that would not be required of a company with a simpler organizational structure.

In certain cases, payments under the Tax Receivable Agreements to Continuing LLC Owner or certain Former LLC Owners may be accelerated or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreements.

        Each Tax Receivable Agreement provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, nonpayment for a specified period which constitutes a material breach of a material obligation under such Tax Receivable Agreement, or if, at any time, we elect an early termination of such Tax Receivable Agreement, then our obligations, or our successor's obligations, under such Tax Receivable Agreement to make payments thereunder would be based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to such Tax Receivable Agreement. Assuming that the market value of a share of Class A common stock were to be equal to an assumed initial public offering price per share of Class A common stock in this offering of $              per share, which is the midpoint of the price range set forth on the cover of this prospectus, and that LIBOR were to be       %, we estimate that the aggregate amount of the termination payment under the Continuing LLC Owner Tax Receivable Agreement would be approximately $              million if Holdings were to exercise its termination right under the Continuing LLC Owner Tax Receivable Agreement immediately following this offering.

        As a result of the foregoing, (i) we could be required to make payments under such Tax Receivable Agreement that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to such Tax Receivable Agreement and (ii) if we elect to terminate such Tax Receivable Agreement early, we would be required to make an immediate cash payment equal to the specified percentage of the present value of the anticipated future tax benefits that are the subject of such Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under such Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreements.

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We will not be reimbursed for any payments made under the Tax Receivable Agreements in the event that any tax benefits are disallowed.

        Payments under the Tax Receivable Agreements will be based on the tax reporting positions that we determine, and the Internal Revenue Service (the "IRS") or another taxing authority may challenge all or part of the tax basis increases, as well as other related tax positions we take, and a court could sustain such challenge. We will not be reimbursed for any cash payments previously made under any Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us under any Tax Receivable Agreement will be netted against and reduce any future cash payments that we might otherwise be required to make to such under the terms of such Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under such Tax Receivable Agreement until any such challenge is finally settled or determined. As a result, payments could be made under such Tax Receivable Agreement in excess of the tax savings that we realize in respect of the tax attributes that are the subject of such Tax Receivable Agreement.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.

        We are subject to taxes by the U.S. federal, state and local tax authorities, and our tax liabilities will be affected by the allocation of expenses to differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•

changes in the valuation of our deferred tax assets and liabilities;



•

expected timing and amount of the release of any tax valuation allowances;



•

tax effects of stock-based compensation; and



•

changes in tax laws, regulations or interpretations thereof.

        In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state and local taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), as a result of our ownership of US LBM LLC, applicable restrictions could make it impractical for us to continue our business as currently contemplated and could have a material adverse effect on our business.

        Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an "investment company" for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an "investment company," as such term is defined in either of those sections of the 1940 Act.

        As the sole managing member of US LBM LLC, we will control and operate US LBM LLC. On that basis, we believe that our interest in US LBM LLC is not an "investment security" as that term is used in the 1940 Act. However, if we were to cease participation in the management of US LBM LLC, our interest in US LBM LLC could be deemed an "investment security" for purposes of the 1940 Act.

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        We and US LBM LLC intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Risks Related to Our Class A Common Stock and This Offering

Following the consummation of this offering, Continuing LLC Owner may exchange its LLC Interests for our Class A common stock and our board of directors may, at its option, redeem Continuing LLC Owner's LLC Interests pursuant to the terms of the Amended and Restated LLC Agreement.

        After this offering, we will have an aggregate of more than            shares of Class A common stock authorized but unissued, including approximately            shares of Class A common stock issuable upon exchange of LLC Interests that will be held by Continuing LLC Owner. US LBM LLC will enter into the Amended and Restated LLC Agreement and, subject to certain restrictions set forth therein and as described elsewhere in this prospectus, Continuing LLC Owner may exchange its LLC Interests for shares of our Class A common stock. Additionally, our board of directors may, at its option, instead elect to make a cash payment to redeem Continuing LLC Owner's LLC Interests in accordance with the terms of the Exchange Agreement and the Amended and Restated LLC Agreement. We also intend to enter into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued to Continuing LLC Owner upon exchange of LLC Interests and the shares of Class A common stock issued to the Former LLC Owners in connection with the Reorganization Transactions will be eligible for resale, subject to certain limitations set forth therein. See "Certain Relationships and Related Party Transactions—Related party agreements entered into in connection with this offering and the Reorganization Transactions—Registration Rights Agreement."

        We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock, including shares issued in connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our Class A common stock to decline.

There is no public market for our Class A common stock and a market may never develop.

        Before this offering, there has been no public trading market for our Class A common stock. We have applied to list our Class A common stock on the NYSE under the symbol "LBM". However, an active and liquid trading market for our Class A common stock may not develop or be sustained after this offering. If an active and liquid trading market does not develop, you may have difficulty selling your shares of Class A common stock at an attractive price, or at all. The initial public offering price per share of our Class A common stock sold in this offering has been determined by negotiations between us and the representatives of the underwriters. This price may not be indicative of the price at which our Class A common stock will trade after this offering. The market price of our Class A common stock may decline below the initial public offering price, and you may not be able to sell your Class A common stock at or above the price you paid in this offering, or at all.

Our Class A common stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment.

        You should only invest in our Class A common stock if you can withstand a significant loss and wide fluctuation in the market value of your investment. The market price of our Class A common stock may fluctuate significantly after this offering in response to the factors described in this "Risk factors" section and other factors, many of which are beyond our control. Among the factors that could affect our Class A common stock price are:

•

industry or general market conditions;

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domestic and international economic factors and uncertainty unrelated to our performance;



•

announcements of innovations or new products or services by us or our competitors;



•

any adverse changes to our relationships with our customers, manufacturers or suppliers;



•

variations in the costs of products that we distribute;



•

any legal actions in which we may become involved;



•

announcements concerning our competitors or the building supply industry in general;



•

achievement of expected product sales and profitability;



•

manufacture, supply or distribution shortages;



•

adverse actions taken by regulatory agencies with respect to our services or the products we distribute;



•

changes in our customers' preferences;



•

actual or anticipated fluctuations in our quarterly or annual operating results or those of other companies in our industry;



•

publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;



•

trading volume of our Class A common stock;



•

action by institutional stockholders or other large stockholders (including the Kelso Affiliates);



•

speculation in the press or investment community;



•

investor perception of us and our industry;



•

changes in market valuations or earnings of similar companies;



•

sales of our Class A common stock or other securities, including by our directors, executive officers and principal stockholders (including the Kelso Affiliates);



•

general economic and market conditions and overall fluctuations in the U.S. equity markets;



•

changes in accounting principles; and



•

the loss of any of our senior management or key personnel or changes in our board of directors.

        In particular, we cannot assure you that you will be able to resell your shares at or above the initial public offering price. The stock markets have experienced extreme volatility in recent years that has been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock. In the past, following periods of volatility in the market price of a company's securities, class action litigation has often been instituted against such company. Any litigation of this type brought against us could result in substantial costs and a diversion of our management's attention and resources, which would harm our business, operating results and financial condition.

Future sales, or the perception of future sales, of shares by existing stockholders could cause our Class A common stock price to decline.

        Sales of substantial amounts of our Class A common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our Class A common stock and could impair our ability to raise capital through the sale of additional shares. Upon the closing of this offering, we will have                shares of Class A common stock outstanding (or                

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shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and                authorized but unissued shares of Class A common stock that would be issuable upon redemption or exchange of LLC Interests. The shares of Class A common stock offered in this offering will be freely tradable without restriction under the Securities Act of 1933, as amended (the "Securities Act"), except for any shares of our Class A common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

        We and each of our directors, executive officers and holders of substantially all of our outstanding Class A common stock (including shares of Class A common stock issuable upon redemption or exchange of LLC Interests), have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of our Class A common stock or securities convertible into or exchangeable for our Class A (including the LLC Interests), or that represent the right to receive, shares of our Class A common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives of the underwriters. Although there is no present intention to do so, the representatives may, in their sole discretion, release all or any portion of the shares from the restrictions in any of the lock-up agreements described above. See "Underwriting (Conflicts of Interest)." All of our shares of Class A common stock outstanding as of the date of this prospectus (and shares of Class A common stock issuable upon redemption or exchange of LLC Interests) may be sold in the public market by existing stockholders following the expiration of the applicable lock-up period, subject to applicable limitations imposed under federal securities laws. Possible sales of these shares in the market following the expiration or waiver of such lock-up agreements could exert significant downward pressure on the price of our Class A common stock.

        We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of Class A common stock (i) subject to outstanding options granted in connection with this offering and (ii) issued or issuable under our stock plans. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market following the expiration of the applicable lock-up period. We expect that the initial registration statement on Form S-8 will cover                shares of our Class A common stock.

        See "Shares Available for Future Sale" for a more detailed description of the restrictions on selling shares of our Class A common stock after this offering.

        In the future, we may issue additional shares of Class A common stock or other equity or debt securities convertible into Class A common stock in connection with a financing, acquisition, litigation settlement or employee arrangement or otherwise. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our Class A common stock to decline.

Fulfilling our requirements incident to being a public company will be expensive and time-consuming, and we may be unable to comply with these requirements in a timely or cost-effective manner.

        Following this offering, we will be subject to the reporting and corporate governance requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing standards of the NYSE and the Sarbanes-Oxley Act of 2002 and SEC rules promulgated thereunder (the "Sarbanes-Oxley Act") that apply to issuers of listed equity, which will impose significant new legal, accounting and compliance costs and obligations upon us. The changes necessitated by publicly listing our equity will require a

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significant commitment of additional resources and management oversight, which will increase our operating costs. These changes will also place additional demands on our finance and accounting staff and on our financial accounting and information systems. Other expenses associated with being a public company include increases in auditing, accounting and legal fees and expenses, investor relations expenses, increased directors' fees and director and officer liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses. As a public company, we will be required, among other things, to define and expand the roles and the duties of our board of directors and its committees and institute more comprehensive compliance and investor relations functions. The time and costs of fulfilling these requirements could have a material adverse effect on our business and results of operations.

We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.

        As a public company, we will be required to document and test our internal control procedures to satisfy the requirements of the Sarbanes-Oxley Act, which will require annual assessments by management of the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control over financial reporting and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act (including an auditor attestation report on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act) until our second annual report on Form 10-K is filed with the SEC.

        During the course of preparing for this offering, we identified two material weaknesses in the design and operation of our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the preparation of our consolidated financial statements for the three years ended December 31, 2017, these material weaknesses related to (i) a lack of controls over the preparation and review of journal entries and (ii) a lack of consistently implemented accounting policies and procedures combined with ineffective IT general controls for information systems that are relevant to the preparation of our consolidated financial statements and an insufficient complement of personnel at the local operating company level with a level of GAAP accounting knowledge commensurate with our financial reporting requirements, which, in the aggregate, constitute a material weakness. These material weaknesses resulted in material adjustments to correct the previously issued consolidated financial statements of our subsidiary LBM Borrower, LLC for periods prior to December 31, 2016. In April 2017, we received waivers from a majority of the lenders under each of the Term Loan Facilities and the ABL Facility, pursuant to which the lenders waived any existing or future defaults or events of default, if any, that have arisen or may arise, directly or indirectly, as a result of or in connection with a restatement (as defined in the waivers) of LBM Borrower's financial statements for periods ended prior to December 31, 2016.

        We have taken numerous steps to enhance our internal control environment and, as of December 31, 2018, concluded that the previously identified deficiencies related to the preparation and review of journal entries, implementation of accounting policies and procedures and certain IT general controls have been remediated and thus were no longer material weaknesses. However, deficiencies in our control environment, specifically deficiencies related to system access controls and the review of account reconciliations, remained as of December 31, 2018. Although not material weaknesses on a

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standalone basis, these deficiencies constitute a material weakness in the aggregate. Our current efforts to design and implement an effective control environment, including through enhanced business application systems which management believes will assist in remediating these deficiencies, may not be sufficient to remediate this material weakness or prevent future material weaknesses or other deficiencies from occurring.

        These deficiencies could result in material misstatements to our consolidated financial statements that may not be prevented or detected on a timely basis. We do not currently expect the material weakness described above to require a restatement of LBM Borrower's financial statements for any historical or future periods. However, to the extent that we are required to restate LBM Borrower's financial statements for periods ending on or after December 31, 2016 as a result of these material weaknesses, we may need to seek additional waivers from the lenders under the Term Loan Facilities and the ABL Facility.

        Despite our overall efforts to enhance our internal control environment, we may identify additional material weaknesses in our internal control over financial reporting when we are a public company and subject to the requirements of Section 404 of the Sarbanes-Oxley Act. If we identify future material weaknesses in our internal control over financial reporting or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.

Continuing LLC Owner will control all major corporate decisions and its interests may differ from those of our public stockholders.

        Immediately following this offering and the application of net proceeds from this offering, Continuing LLC Owner will control approximately                % of the combined voting power of our common stock primarily through its ownership of Class B common stock and the provisions of the Stockholders Agreement. As a result, Continuing LLC Owner will be able to control virtually all matters requiring stockholder approval. Continuing LLC Owner will be able to, subject to applicable law, pursuant to the voting arrangements described in "Certain Relationships and Related Party Transactions—Related party agreements entered into in connection with this offering and the Reorganization Transactions—Stockholders Agreement," elect five out of nine members of our board of directors and thus will be able to control all actions requiring majority stockholder approval to be taken by us and our board of directors, including amendments to our certificate of incorporation and by-laws and approval of significant corporate transactions, including mergers and sales of substantially all of our assets. The directors so elected will have the authority, subject to applicable rules and regulations, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. It is possible that the interests of Continuing LLC Owner may in some circumstances conflict with our interests and the interests of our other stockholders, including you. For example, Continuing LLC Owner may have different tax positions from us, including in light of the Continuing LLC Owner Tax Receivable Agreement, that could influence its decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, and whether and when we should terminate any Tax Receivable Agreement and accelerate our obligations thereunder. Continuing LLC Owner may otherwise act in a manner that advances its best interests and

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not necessarily those of other holders of our Class A common stock, including investors in this offering, by, among other things:

•

delaying, preventing or deterring a change in control of us;



•

entrenching our management or our board of directors; or



•

influencing us to enter into transactions or agreements that are not in the best interests of all Class A stockholders.

We will be a "controlled company" within the meaning of the NYSE listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

        After completion of this offering, Continuing LLC Owner will control a majority of the voting power of our outstanding common stock. Accordingly, we will be a "controlled company" within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain NYSE corporate governance standards, including:

•

the requirement that a majority of the board of directors consist of independent directors;



•

the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;



•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and



•

the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

        Following this offering, we intend to utilize many of these exemptions. As a result, we will not have a majority of independent directors, our nominating and corporate governance committee and compensation committee will not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Consequently, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance rules and requirements. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

Our anti-takeover provisions could prevent or delay a change in control of our Company, even if such change in control would be beneficial to our stockholders.

        Provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, as they will be in effect upon completion of this offering, as well as certain provisions of Delaware law could discourage, delay or prevent a merger, acquisition or other change in control of our Company, even if such change in control would be beneficial to our stockholders. These provisions include:

•

authorizing the issuance of "blank check" preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;



•

establishing a classified board of directors, as a result of which our board of directors will be divided into three classes, with members of each class serving staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting;

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•

limiting the ability of stockholders to remove directors if Continuing LLC Owner and those Former LLC Owners party to the Stockholders Agreement (collectively, the "Stockholders Agreement Parties") cease to own at least 35% of the total voting power of the outstanding shares of our common stock;



•

providing that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be filled only by a majority vote of directors then in office;



•

prohibiting stockholders from calling special meetings of stockholders if the Stockholders Agreement Parties cease to own at least 35% of the total voting power of the outstanding shares of our common stock;



•

prohibiting stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders, if the Stockholders Agreement Parties cease to own at least 35% of the total voting power of the outstanding shares of our common stock;



•

establishing advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders; and



•

requiring the approval of holders of at least 66²/3% of the outstanding shares of our common stock then entitled to vote at any annual or special meeting of stockholders to amend our Amended and Restated By-laws and certain provisions of our Amended and Restated Certificate of Incorporation if the Stockholders Agreement Parties cease to own at least 35% of the total voting power of the outstanding shares of our common stock.

        In addition, we will opt out of Section 203 of the General Corporation Law of the State of Delaware (the "DGCL") which, subject to some exceptions, prohibits business combinations between a Delaware corporation and an interested stockholder, which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation's voting stock for a three-year period following the date that the stockholder became an interested stockholder. See "Description of Capital Stock."

        These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

Under our Amended and Restated Certificate of Incorporation, the Kelso Affiliates and their respective affiliates and, in some circumstances, any of our directors and officers who is also a director, officer, employee, member or partner of the Kelso Affiliates and their respective affiliates, have no obligation to offer us corporate opportunities.

        The Kelso Affiliates are in the business of making or advising on investments in companies and may hold, and may from time to time in the future acquire interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or the business of our suppliers. Our Amended and Restated Certificate of Incorporation will provide that, to the fullest extent permitted by law, neither the Kelso Affiliates nor any director who is not employed by us or his or her affiliates will have any duty to refrain from engaging in a corporate opportunity in the same or similar lines of business as us. The Kelso Affiliates may also pursue acquisitions that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

        The policies relating to corporate opportunities and transactions with the Kelso Affiliates to be set forth in our Amended and Restated Certificate of Incorporation address potential conflicts of interest

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between the Company, on the one hand, and the Kelso Affiliates and their respective officers and directors who are directors or officers of our company, on the other hand. By becoming a stockholder in Holdings, you will be deemed to have notice of and have consented to these provisions of our Amended and Restated Certificate of Incorporation. Although these provisions are designed to resolve conflicts between us and the Kelso Affiliates and their respective affiliates fairly, conflicts may not be so resolved.

If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business or our industry, our Class A common stock price and trading volume could decline.

        The trading market for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us, our business or our industry. We do not have control over these analysts and we may be unable or slow to attract research analyst coverage. If we do attract analyst coverage, one or more analysts could issue negative recommendations with respect to our Class A common stock or publish other unfavorable or misleading commentary or cease publishing reports about us, our business or our industry. If one or more of these analysts cease coverage of us or fails to publish reports on us regularly, we could lose visibility in the market. As a result of one or more of these factors, our Class A common stock price and trading volume could decline.

Future offerings of debt or equity securities, which would rank senior to our Class A common stock, may adversely affect the market price of our Class A common stock.

        If, in the future, we decide to issue debt or equity securities that rank senior to our Class A common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our Class A common stock and may result in dilution to owners of our Class A common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our Class A common stock will bear the risk of our future offerings reducing the market price of our Class A common stock and diluting the value of their stock holdings in us.

We may issue preferred stock with terms that could dilute the voting power or reduce the value of our Class A common stock.

        Our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other rights, and such qualifications, limitations or restrictions as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our Class A common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the Class A common stock.

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Our Amended and Restated Certificate of Incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

        Our Amended and Restated Certificate of Incorporation will provide that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, other employees, agents or stockholders, (iii) any action asserting a claim arising out of or under the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any action asserting a claim arising out of or pursuant to our Amended and Restated Certificate of Incorporation or our Amended and Restated By-laws) or (iv) any action asserting a claim that is governed by the internal affairs doctrine. By becoming a stockholder in our company, you will be deemed to have notice of and have consented to the provisions of our amended and restated certificate of incorporation related to choice of forum. The choice of forum provision in our Amended and Restated Certificate of Incorporation may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or any of our directors, officers, other employees, agents or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition.

        For the avoidance of doubt, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, our Amended and Restated Certificate of Incorporation will also provide that unless we consent in writing to the selection of any alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

We could be the subject of securities class action litigation due to future stock price volatility, which could divert management's attention and adversely affect our results of operations.

        The stock market in general, and market prices for the securities of companies like ours in particular, have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. A certain degree of stock price volatility can be attributed to being a newly public company. These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our operating performance. In certain situations in which the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a similar lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and harm our operating results.

We do not intend to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.

        We do not intend to declare and pay dividends on our Class A common stock for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, to develop our business, for working capital needs and for general corporate purposes. Therefore, you are not likely to receive any dividends on your Class A common stock for the foreseeable future and the success of an investment in shares of our Class A common stock will depend upon any future appreciation in their

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value. There is no guarantee that shares of our Class A common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. In addition, our operations are conducted almost entirely through our subsidiaries. As such, to the extent that we determine in the future to pay dividends on our Class A common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. Further, the agreements governing the ABL Facility and the Term Loan Facilities significantly restrict the ability of our subsidiaries to make distributions or otherwise transfer assets to us. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our Class A common stock.

You will experience immediate and substantial dilution as a result of this offering.

        Dilution is the difference between the offering price per share and the pro forma net tangible book value per share of our Class A common stock immediately after this offering. The price you pay for shares of our Class A common stock sold in this offering is substantially higher than our pro forma net tangible book value per share immediately after this offering. If you purchase shares of Class A common stock in this offering, you will incur immediate and substantial dilution in the amount of $                per share based on an assumed initial public offering price of $                per share (the midpoint of the price range listed on the cover page of this prospectus). In addition, you may also experience additional dilution, or potential dilution, upon future equity issuances to investors or to our employees and directors under any equity incentive plans we may adopt. As a result of this dilution, investors purchasing shares of Class A common stock in this offering may receive significantly less than the full purchase price that they paid for the stock purchased in this offering in the event of liquidation. See "Dilution."

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward looking statements. Some of the forward-looking statements can be identified by the use of terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "estimate," "anticipate," "predict," "project," "potential," or the negative of these terms, and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. Factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:

•

our dependency upon the residential, repair and remodel and commercial new construction markets;



•

general business, financial market and economic conditions;



•

our inability to achieve our profitability goals;



•

our inability to pursue strategic transactions and open new greenfield locations;



•

pricing pressures;



•

competition in our highly fragmented industry and the markets in which we operate;



•

the consolidation of our industry;



•

the effects of weather and seasonality in the markets in which we operate;



•

the fluctuations in prices of the products we distribute;



•

the potential loss of any significant customers;



•

credit risk from our customers;



•

a disruption or breach in our IT systems;



•

our inability to expand into new geographic markets;



•

the successful implementation of our strategic initiatives;



•

our inability to attract highly qualified associates and other key personnel;



•

exposure to product liability and various other claims and litigation;



•

product shortages and potential loss of relationships with key suppliers;



•

changes in our product mix;



•

our inability to effectively manage our inventory as our sales volume increases or the prices of the products we distribute fluctuate;



•

our inability to renew leases for our facilities or operations;



•

significant increases in petroleum costs or shortages in the supply of petroleum;



•

natural or man-made disruptions to our facilities;



•

failure in or breach of our operational or information security systems;



•

our inability to maintain licenses for third-party and open source software;

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•

the impact of federal, state and local laws and regulations, and proposed changes thereto;



•

the cost of compliance with environmental, health and safety laws and other regulations;



•

an impairment of our goodwill;



•

changes in financial accounting standards;



•

our current level of indebtedness and our potential to incur additional indebtedness;



•

our inability to generate cash or refinance our indebtedness;



•

our inability to engage in activities that may be in our best long-term interests because of restrictions in our debt agreements;



•

an increase in interest rates or the impact of the phase out of LIBOR;



•

our inability to obtain additional financing on acceptable terms, if at all;



•

our inability to remediate identified material weaknesses and maintain an effective system of internal controls;



•

our organizational structure, including our obligations under the Tax Receivable Agreements, which may be significant;



•

Continuing LLC Owner's control of us; and



•

other risks and uncertainties, including those listed under "Risk Factors."

        You should read this prospectus completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this prospectus are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this prospectus, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, changes in future operating results over time or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

        Other risks, uncertainties and factors, including those discussed under "Risk Factors," could cause our actual results to differ materially from those projected in any forward-looking statements we make. Readers should read carefully the factors described in "Risk Factors" to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.

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THE REORGANIZATION TRANSACTIONS

Our History and Existing Organizational Structure

        On July 24, 2015, the Kelso Affiliates entered into a definitive agreement to purchase a majority of the equity interests of US LBM Holdings, LLC, which we refer to as the "Acquisition." On August 20, 2015, through three newly formed entities, Continuing LLC Owner, US LBM LLC and its subsidiary LBM Borrower, the Acquisition was consummated. In connection with the Acquisition, on August 20, 2015 (the "Closing Date") we entered into the First Lien Term Loan Credit Agreement, the Second Lien Term Loan Credit Agreement and ABL Credit Agreement (each, as defined in "Description of Certain Indebtedness") for the incurrence of $986 million of indebtedness, including $811 million of which was drawn under the Term Loan Facilities on the Closing Date, in order to fund the Acquisition and related costs. See "Description of Certain Indebtedness."

        The diagram below depicts our current organizational structure:

¹

Other than those entities that are either inactive or immaterial, each of our wholly-owned operating subsidiaries is a guarantor under the Term Loan Facilities and the ABL Facility. See "Description of Certain Indebtedness."

Organizational Structure Following this Offering

        Immediately following this offering, Holdings will be a holding company, and its sole material asset will be its equity interest in US LBM LLC. Although Holdings will have a minority economic interest in US LBM LLC, Holdings will be the sole managing member of US LBM LLC and will operate and control all of the business and affairs of US LBM LLC and, through US LBM LLC and its subsidiaries, conduct our business. Accordingly, Holdings is expected to consolidate US LBM LLC on its

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consolidated financial statements and record a noncontrolling interest related to the LLC Interests held by Continuing LLC Owner on its consolidated statements of operations and comprehensive income.

        In connection with the closing of this offering, the Former LLC Owners have agreed to receive LLC Interests in exchange for their existing indirect ownership interests in US LBM LLC and to exchange these LLC Interests for shares of Class A common stock of Holdings. In addition, in connection with the closing of this offering, Continuing LLC Owner has agreed to receive LLC Interests in exchange for its existing direct ownership interest in US LBM LLC. Beginning six months after the completion of this offering, Continuing LLC Owner (or any of its permitted transferees) will be entitled to exchange LLC Interests for shares of Class A common stock.

        Holdings will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock and Class B common stock will entitle its holder to one vote on all matters presented to our stockholders generally. Continuing LLC Owner will hold all of the shares of our Class B common stock that will be outstanding upon consummation of this offering. The shares of Class B common stock will have no right to dividends or distributions, whether in cash or stock, but will entitle the holder to one vote per share on matters presented to the stockholders of Holdings. The Class B common stock will entitle Continuing LLC Owner to a number of votes that is equal to the aggregate number of LLC Interests of US LBM LLC that it holds and has not transferred to Holdings in accordance with the Exchange Agreement (as defined below), or otherwise forfeited in accordance with the Amended and Restated LLC Agreement. Upon consummation of this offering, certain of our pre-IPO owners (including the Kelso Affiliates and certain members of our management) will comprise all of the members of Continuing LLC Owner. However, Continuing LLC Owner may in the future admit additional members, in connection with an acquisition or otherwise. Members of Continuing LLC Owner are not entitled to shares of Class B common stock solely as a result of their admission as members. However, we may in the future issue shares of Class B common stock to one or more members to whom LLC Interests are also issued, for example, in connection with the contribution of assets to US LBM LLC by such member. Accordingly, as a holder of both LLC Interests and Class B common stock, any such holder of Class B common stock would be entitled to a number of votes equal to the number of LLC Interests held by it. If at any time the ratio at which LLC Interests are exchangeable for shares of our Class A common stock changes from one-for-one as described under "Certain Relationships and Related Party Transactions—Related party agreements entered into in connection with this offering and the Reorganization Transactions—Exchange Agreement," for example, as a result of conversion rate adjustments for stock splits, stock dividends or reclassifications, the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

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        The diagram below depicts our organizational structure immediately following this offering:

¹

Other than those entities that are either inactive or immaterial, each of our wholly-owned operating subsidiaries is a guarantor under the Term Loan Facilities and the ABL Facility. See "Description of Certain Indebtedness."

²

Only certain of the Former LLC Owners will be party to the Former LLC Owner Tax Receivable Agreement.

Incorporation of US LBM Holdings, Inc.

        Holdings was incorporated as a Delaware corporation on April 26, 2017. Holdings has not engaged in any business or other activities except in connection with its formation. The Amended and Restated Certificate of Incorporation of Holdings will authorize two classes of common stock, Class A common stock and Class B common stock, each having the terms and rights described in "Description of Capital Stock."

Amendment and Restatement of Limited Liability Company Agreement of LBM Midco, LLC

        In connection with the Reorganization Transactions, the limited liability company agreement of US LBM LLC will be amended and restated. As a result of the Reorganization Transactions and this offering, we will hold LLC Interests in US LBM LLC and will be the sole managing member of US LBM LLC. Accordingly, we will operate and control all of the business and affairs of US LBM LLC and, through US LBM LLC and its operating subsidiaries, conduct our business. Pursuant to the terms of the Amended and Restated LLC Agreement, we cannot, under any circumstances, be removed as the sole managing member of US LBM LLC except by our election.

        Holdings' amended and restated certificate of incorporation and the Amended and Restated LLC Agreement will require that (i) we at all times maintain a ratio of one LLC Interest owned by us for each share of Class A common stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities), and (ii) US LBM LLC at all times maintain (x) a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC Interests owned by us and (y) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing LLC Owner (or its permitted assigns) and

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the number of LLC Interests owned by the Continuing LLC Owner (or its permitted transferees). This construct is intended to result in the Continuing LLC Owner having a voting interest in Holdings that is identical to Continuing LLC Owner's percentage economic interest in US LBM LLC.

        Pursuant to the Amended and Restated LLC Agreement as it will be in effect at the time of this offering, as managing member, Holdings has the right to determine when distributions, other than tax distributions, will be made by US LBM LLC to holders of LLC Interests and the amount of any such distributions. If a distribution other than a tax distribution is authorized, such distribution will be made to the holder of LLC Interests (which will initially only be Continuing LLC Owner and Holdings) pro rata in accordance with the percentages of their respective LLC Interests. The holders of LLC Interests, including Holdings, will incur U.S. federal, state and local income taxes on their allocable share (determined under relevant tax rules) of any taxable income of US LBM LLC. Net profits and net losses of US LBM LLC will generally be allocated to holders of LLC Interests (including Holdings) pro rata in accordance with the percentages of their respective LLC Interests, except to the extent certain rules provide for disproportionate allocations or are otherwise required under applicable tax law. The Amended and Restated LLC Agreement will provide that US LBM LLC, to the extent permitted by our agreements governing our indebtedness, will make cash distributions, which we refer to as "tax distributions," to the holders of LLC Interests.

        See "Certain Relationships and Related Party Transactions—Related party agreements entered into in connection with this offering and the Reorganization Transactions—Amended and Restated LLC Agreement of US LBM LLC."

Exchange Agreement

        We and Continuing LLC Owner will enter into an exchange agreement (the "Exchange Agreement") at the time of this offering under which Continuing LLC Owner (or its permitted transferees) will have the right, from and after the date that is six months after the date of the completion of this offering (subject to the terms of the Exchange Agreement), to exchange its LLC Interests for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. As a holder exchanges LLC Interests with Holdings for shares of Class A common stock, the number of LLC Interests held by Holdings will be correspondingly increased as Holdings acquires the exchanged LLC Interests. Shares of our Class B common stock will be cancelled on a one-for-one basis as LLC Interests are exchanged for shares of our Class A common stock. The Exchange Agreement will provide that a holder of LLC Interests will not have the right to exchange LLC Interests if Holdings determines that such exchange would be prohibited by law or regulation or would violate other agreements with Holdings or its subsidiaries to which the holder of LLC Interests may be subject. Holdings may impose additional restrictions on exchange that it determines to be necessary or advisable so that US LBM LLC is not treated as a "publicly traded partnership" for U.S. federal income tax purposes. Notwithstanding the foregoing, Continuing LLC Owner is generally permitted to exchange LLC Interests at any time. See "Certain Relationships and Related Party Transactions—Related party agreements entered into in connection with this offering and the Reorganization Transactions—Exchange Agreement."

Reorganization Transactions and the Tax Receivable Agreements

        On May 9, 2017, US LBM LLC entered into a reorganization agreement with Holdings, Continuing LLC Owner and the Former LLC Owners (as amended, the "Reorganization Agreement"). Pursuant to the Reorganization Agreement, the Former LLC Owners have agreed to receive LLC Interests in exchange for their existing indirect ownership interests in US LBM LLC and to exchange these LLC Interests for shares of Class A common stock of Holdings prior to the consummation of this offering.

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        At the time of the consummation of this offering, Holdings intends to purchase, for cash, newly-issued LLC Interests from US LBM LLC at a purchase price per unit equal to the initial public offering price per share of Class A common stock in this offering, less the underwriting discount. At the time of this offering, Holdings will purchase from US LBM LLC                         newly-issued LLC Interests for an aggregate purchase price of $                        million (or                         LLC Interests for an aggregate purchase price of $                        million if the underwriters exercise in full their option to purchase additional shares of Class A common stock). The issuance and sale of such newly-issued LLC Interests by US LBM LLC to Holdings will correspondingly dilute the ownership interests of Continuing LLC Owner in US LBM LLC. Accordingly, following this offering, Holdings will hold a number of LLC Interests that is equal to the number of shares of Class A common stock that it has issued, including (i) shares of Class A common stock issued to the Former LLC Owners in exchange for LLC Interests and (ii) shares of Class A common stock issued in this offering. As a result, a single share of Class A common stock will represent (albeit indirectly) the same percentage equity interest in US LBM LLC as a single LLC Interest.

        Holders of LLC Interests other than Holdings (of which there will initially be only one, Continuing LLC Owner) may, subject to certain conditions and transfer restrictions applicable to such holders as set forth in the Amended and Restated LLC Agreement of US LBM LLC (subject to the terms of the Exchange Agreement), exchange their LLC Interests for Class A common stock on a one-for-one basis. The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of US LBM LLC or other similar tax benefits. These increases in tax basis or benefits may increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of taxes that Holdings would otherwise be required to pay in the future, although the IRS may challenge all or part of that tax basis increase, and a court could sustain such a challenge. Prior to the completion of this offering, we will enter into the Continuing LLC Owner Tax Receivable Agreement that provides for the payment by Holdings to Continuing LLC Owner or its permitted transferees of 85% of the tax benefits, if any, that Holdings realizes, or in some circumstances is deemed to realize, as a result of (i) increases in tax basis or other similar tax benefits as a result exchanges of LLC Interests for cash or shares of our Class A common stock pursuant to the Exchange Agreement and (ii) our utilization of certain other tax benefits related to our entering into the Continuing LLC Owner Tax Receivable Agreement, including tax benefits attributable to payments under the Continuing LLC Owner Tax Receivable Agreement. Although the timing and amounts of anticipated payments under the Continuing LLC Owner Tax Receivable Agreement are not known at this time, the estimated termination payment under such agreement would be approximately $             million if we were to terminate the Continuing LLC Owner Tax Receivable Agreement immediately following this offering based on certain assumptions described under "Prospectus Summary—The Offering—Tax Receivable Agreements." In addition, we will enter into the Former LLC Owner Tax Receivable Agreement which will provide for the payment by us to certain Former LLC Owners or their permitted transferees of 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) the tax attributes of the LLC Interests we hold in respect of such Former LLC Owners' interest in us, which resulted from such Former LLC Owners' prior acquisition of ownership interests in US LBM LLC and (ii) certain other tax benefits. Under the Former LLC Owner Tax Receivable Agreement these future payments are estimated to be $             million. See "Unaudited Pro Forma Consolidated Financial Statements" for additional detail on anticipated future payments under the Former LLC Owner Tax Receivable Agreement. See also "Certain Relationships and Related Party Transactions—Related party agreements entered into in connection with this offering and the Reorganization Transactions—Tax Receivable Agreements."

        We refer to the foregoing transactions as the "Reorganization Transactions."

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        As a result of the transactions described above:

•

the investors in this offering will collectively own                        shares of our Class A common stock (or                        shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and Holdings will hold                         LLC Interests (or                         LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock);



•

Continuing LLC Owner will hold                         LLC Interests and the Former LLC Owners will hold                        shares of Class A common stock;



•

the investors in this offering will collectively have        % of the voting power in Holdings (or                % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);



•

Continuing LLC Owner will initially hold all of the shares of Class B common stock that will be outstanding upon consummation of this offering, and will have        % of the voting power in Holdings (or        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and



•

the Former LLC Owners will collectively have        % of the voting power in Holdings (or        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Pursuant to the Stockholders Agreement, certain of the Former LLC Owners will agree to vote their Class A common stock for the election of directors at the direction of Continuing LLC Owner.

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USE OF PROCEEDS

        Based upon an assumed initial public offering price of $                per share, we estimate that we will receive net proceeds from this offering of approximately $                million (or approximately $                million if the underwriters exercise in full their option to purchase additional shares), after deducting estimated underwriting discounts and commissions in connection with this offering and estimated offering expenses payable by us of approximately $                million.

        We intend to contribute the net proceeds of this offering to US LBM LLC in exchange for LLC Interests from US LBM LLC at an amount contributed per LLC Interest equal to the initial public offering price per share of Class A common stock, less the underwriting discount.

        We intend to cause US LBM LLC to use the proceeds it receives from the exchange of the LLC Interests to prepay a portion of our outstanding indebtedness plus accrued and unpaid interest and premium, if any, under the Second Lien Term Loan Facility.

        The interest rate on the indebtedness under the Second Lien Term Loan Facility that we intend to cause LBM Borrower to repay from proceeds of this offering is a floating rate based on LIBOR plus 9.25% and was 11.3% as of September 30, 2019. The maturity date of the Second Lien Term Loan Facility is August 20, 2023.

        A $1.00 increase or decrease in the assumed initial public offering price of $                per share would increase or decrease the net proceeds to us from this offering by $                assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commission and estimated offering expenses payable by us. An increase or decrease of                shares in the number of shares offered by us would increase or decrease the net proceeds to us by $                million, assuming no change in the assumed initial public offering price of $                per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.

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DIVIDEND POLICY

        As a public company, we do not currently expect to declare or pay dividends on our Class A common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, to service our debt, finance the growth and development of our business and for working capital and general corporate purposes. Any future determination to pay dividends on our Class A common stock is subject to the discretion of our board of directors and will depend upon various factors, including our results of operations, financial condition, liquidity requirements, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by applicable law, general business conditions and other factors that our board of directors may deem relevant. Further, our ability to pay dividends to holders of our Class A common stock is limited as a practical matter by the Term Loan Facilities and ABL Facility, insofar as we may seek to pay dividends out of funds made available to us by US LBM Holdings, LLC or its subsidiaries, because the covenants in the Term Loan Facilities and ABL Facility restrict the ability of LBM Borrower and its restricted subsidiaries to directly or indirectly pay dividends or make loans to US LBM LLC or us. See "Description of Certain Indebtedness" for a description of the restrictions on LBM Borrower and US LBM LLC's ability to pay dividends.

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CAPITALIZATION

        The following table sets forth the cash and cash equivalents and consolidated capitalization as of September 30, 2019 as follows:

•

of US LBM LLC on an actual basis; and



•

of Holdings on a pro forma basis, after giving effect to (i) the Reorganization Transactions, (ii) our sale of shares of Class A common stock in this offering at an assumed initial public offering price of $                per share, the midpoint of the price range set forth on the cover page of this prospectus (and after deducting estimated underwriting discounts and commissions and offering expenses payable by us) and (iii) the application of the net proceeds therefrom as described in "Use of Proceeds." See "Unaudited Pro Forma Consolidated Financial Statements."

        You should read the following table in conjunction with the sections entitled "Use of Proceeds," "Selected Consolidated Financial Data," "Unaudited Pro Forma Consolidated Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes appearing in this prospectus.