Building Materials Holding Corporation Proposes to Offer $150 Million of Senior Subordinated Notes in a 144A Offering.

SAN FRANCISCO--(BUSINESS WIRE)--July 22, 1999--

Building Materials Holding Corporation (Nasdaq:BMHC) today announced that it plans to offer approximately $150 million principal amount of senior subordinated notes due 2009 in a private placement pursuant to Rule 144A of the Securities Act of 1933.

Building Materials Holding Corporation intends to use the net proceeds of the offering, together with borrowings under a proposed new senior credit facility, to repay amounts borrowed under a subsidiary's existing senior credit facility, a subsidiary's two outstanding series of senior notes and a subsidiary's promissory note.

The company would pay a redemption premium and incur a related write-off of deferred financing costs, the aggregate of which would be reflected as a one-time charge that would reduce third quarter earnings by approximately $0.36 per share. The company expects that these refinancings will give it increased flexibility to fund its future growth.

The company expects to complete the offering in the third quarter of 1999, subject to market conditions.

The senior subordinated notes offered will not be registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This news release includes "forward-looking statements" as that term is used in the securities laws. All statements regarding the company's expected financial position, business, strategies and financing plans are forward-looking statements. In addition, in those and other portions of this news release, the words "anticipates," "believes," "estimates," "seeks," "expects," "plans," "intends" and similar expressions, as they relate to the company or its management, are intended to identify forward-looking statements. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, and have based these expectations on its beliefs as well as assumptions it has made, such expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from such expectations include, without limitation, factors such as increased competition, changes in commodity wood prices, the company's ability to identify companies to acquire or to construct its building centers in new markets, general economic conditions, the cyclical and seasonal nature of its business, uncertainties associated with obtaining financing on acceptable terms for future acquisitions, its substantial leverage and its ability to service debt, its ability to retain and attract employees and its ability to integrate acquisitions. For information with respect to factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see the text under the caption "Risk Factors" in the company's Form 10-K for the fiscal year ended December 31, 1998. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements contained in this news release. All subsequent written or oral forward-looking statements attributable to the company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included herein are made only as of the date of this news release. The company does not intend, and undertakes no obligation, to update these forward-looking statements.