IN THE SUPERIOR COURT OF COBB COUNTY
STATE OF GEORGIA
CLASS ACTION COMPLAINT
Plaintiff Richard T. Winter (“Plaintiff”), individually and on behalf of all others similarly situated, by his
attorneys, alleges the following based upon the investigation of his counsel, except as to allegations specifically
pertaining to Plaintiff, which are based on personal knowledge.
NATURE OF THE ACTION
1. This is a shareholder class action brought on behalf of the public shareholders of BlueLinx Holdings Inc.
(“BlueLinx” or the “Company”), against the directors and/or officers of the Company. Plaintiff seeks relief in
connection with a tender offer (the “Tender Offer”) that, if consummated, would result in freezing out the public
shareholders of the Company for an unfair and inadequate price. The Tender
RICHARD T. WINTER,
Civil Action No.:
CERBERUS ABP INVESTOR LLC,
CERBERUS CAPITAL MANAGEMENT
LP, HOWARD S. COHEN, RICHARD S.
GRANT, GEORGE R. JUDD, RICHARD B.
MARCHESE, STEVEN F. MAYER,
CHARLES H. McELREA, ALAN H.
SCHUMACHER, MARK A. SUWYN,
ROBERT G. WARDEN, RICHARD
WARNER, and BLUELINX HOLDINGS
Offer has been commenced by Defendant Cerberus ABP Investor LLC (“CAI”) and Cerberus Capital
Management, L.P. (collectively, “Cerberus”), who control 55.4% of the stock of the Company, whereby
Cerberus offers to purchase all of the outstanding common shares of BlueLinx for $3.40 per share, and intends to
perform a short-form merger after the completion of the Tender Offer.
2. If the Tender Offer is allowed to proceed, Cerberus will enrich itself by acquiring the public shareholders’
interests in the Company without paying a fair or adequate price.
3. The price contemplated in the Tender Offer is fundamentally unfair to Plaintiff and the other public
shareholders of the Company. Therefore, P