Merger Agreement with Building Materials Holding Corporation Merger Agreement with Building Materials Holding Corporation	9 Months Ended
Sep. 30, 2015
Business Combinations [Abstract]
Merger Agreement with Building Materials Holding Corporation	Merger Agreement with Building Materials Holding Corporation On June 2, 2015, the Company and Building Materials Holding Corporation, a Delaware corporation (“BMC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which BMC, subject to certain conditions, will be merged with and into the Company, with the Company surviving the merger (the “Merger”). Under the terms of the Merger Agreement, which has been unanimously approved by the board of directors of each company, BMC stockholders will receive 0.5231 newly issued Company shares for each BMC share. Upon the closing of the transaction, BMC stockholders will own approximately 60% of the merged entity, with stockholders of the Company immediately prior to the closing of the Merger owning approximately 40%. The transaction is structured to be tax-free to the stockholders of both companies, and is expected to close in the fourth quarter of 2015, subject to approval by the stockholders of the Company and BMC and typical regulatory clearances. The Merger Agreement contains customary representations and warranties from both the Company and BMC, and each party has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the effective time of the Merger. In addition, the Company and BMC have made customary non-solicitation covenants prohibiting each from (i) soliciting, providing non-public information or engaging or participating in any discussions or negotiations concerning proposals relating to alternative business combination transactions or (ii) entering into an acquisition agreement in connection with such an alternative business combination transaction, in each case, except as permitted under the Merger Agreement. The Merger Agreement contains certain termination rights for the Company and BMC, including in the event that (i) the Merger is not consummated on or before December 31, 2015, (ii) the approval of the stockholders of the Company is not obtained at a stockholder meeting, (iii) the approval of the stockholders of BMC is not obtained pursuant to written consent, (iv) the other party’s board of directors changes its recommendation to its stockholders due to an intervening event or (v) either the Company or BMC terminates the Merger Agreement to enter into a binding agreement providing for a superior alternative transaction. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, including in connection with a change in the recommendation of the board of directors of the Company or BMC or a termination of the Merger Agreement by the Company or BMC to enter into a binding agreement providing for a superior alternative transaction, the Company or BMC, as the case may be, will pay to the other party a termination fee. The termination fee payable by the Company equals $15.7 million in cash. The termination fee payable by BMC equals $23.6 million in cash. The Company incurred Merger-related costs of $1.2 million and $4.7 million for the three and nine months ended September 30, 2015, respectively.

Merger Agreement with Building Materials Holding Corporation

On June 2, 2015, the Company and Building Materials Holding Corporation, a Delaware corporation (“BMC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which BMC, subject to certain conditions, will be merged with and into the Company, with the Company surviving the merger (the “Merger”).

Under the terms of the Merger Agreement, which has been unanimously approved by the board of directors of each company, BMC stockholders will receive 0.5231 newly issued Company shares for each BMC share. Upon the closing of the transaction, BMC stockholders will own approximately 60% of the merged entity, with stockholders of the Company immediately prior to the closing of the Merger owning approximately 40%. The transaction is structured to be tax-free to the stockholders of both companies, and is expected to close in the fourth quarter of 2015, subject to approval by the stockholders of the Company and BMC and typical regulatory clearances.

The Merger Agreement contains customary representations and warranties from both the Company and BMC, and each party has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the effective time of the Merger. In addition, the Company and BMC have made customary non-solicitation covenants prohibiting each from (i) soliciting, providing non-public information or engaging or participating in any discussions or negotiations concerning proposals relating to alternative business combination transactions or (ii) entering into an acquisition agreement in connection with such an alternative business combination transaction, in each case, except as permitted under the Merger Agreement.

The Merger Agreement contains certain termination rights for the Company and BMC, including in the event that (i) the Merger is not consummated on or before December 31, 2015, (ii) the approval of the stockholders of the Company is not obtained at a stockholder meeting, (iii) the approval of the stockholders of BMC is not obtained pursuant to written consent, (iv) the other party’s board of directors changes its recommendation to its stockholders due to an intervening event or (v) either the Company or BMC terminates the Merger Agreement to enter into a binding agreement providing for a superior alternative transaction. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, including in connection with a change in the recommendation of the board of directors of the Company or BMC or a termination of the Merger Agreement by the Company or BMC to enter into a binding agreement providing for a superior alternative transaction, the Company or BMC, as the case may be, will pay to the other party a termination fee. The termination fee payable by the Company equals $15.7 million in cash. The termination fee payable by BMC equals $23.6 million in cash.

The Company incurred Merger-related costs of $1.2 million and $4.7 million for the three and nine months ended September 30, 2015, respectively.