UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2023
(
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
Purchase and Redemption Agreement
On November 5, 2023, Core & Main, Inc. (the “Company”) completed a purchase and redemption, as the case may be, from the Selling Stockholders (as defined below) of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and partnership interests of the Company’s subsidiary Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”) (together with a corresponding number of shares of Class B common stock, par value $0.01 per share (the “Class B Common Stock”)), pursuant to a purchase and redemption agreement, dated as of November 5, 2023 (the “Purchase and Redemption Agreement”), with Holdings, CD&R Fund X Advisor Waterworks B, L.P. (“Fund X Advisor”), CD&R Fund X Waterworks B1, L.P. (“Fund X Waterworks B1”), CD&R Fund X-A Waterworks B, L.P. (“Fund X-A” and, collectively with Fund X Advisor and Fund X Waterworks B1, the “Class A Selling Stockholders”) and CD&R Waterworks Holdings, LLC (the “Paired Interest Selling Stockholder,” and, together with the Class A Selling Stockholders, the “Selling Stockholders”).
The foregoing description of the Purchase and Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase and Redemption Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Underwriting Agreement
On November 6, 2023, the Company, Holdings, the Selling Stockholders and Citigroup Global Markets Inc. (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 19,000,000 shares of the Company’s Class A Common Stock at a price of $30.44 per share. The Selling Stockholders have granted the Underwriter a 30-day option to purchase up to an additional 2,850,000 shares of Class A Common Stock.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated November 6, 2023, among Core & Main, Inc., Core & Main Holdings, LP, the selling stockholders named therein and Citigroup Global Markets Inc. | |
| 10.1 | Purchase and Redemption Agreement, dated as of November 5, 2023, by and among Core & Main, Inc., Core & Main Holdings, LP, CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P. and CD&R Waterworks Holdings, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 9, 2023 | CORE & MAIN, INC. | |||||
| By: | /s/ Stephen O. LeClair | |||||
| Name: | Stephen O. LeClair | |||||
| Title: | Chief Executive Officer | |||||