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): January 10, 2024
(
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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
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| Item 8.01 | Other Events |
Underwriting Agreement
On January 8, 2024, Core & Main, Inc. (the “Company”), the Company’s subsidiary Core & Main Holdings, LP, 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., CD&R Waterworks Holdings, LLC (“CD&R Waterworks Holdings” and, collectively with Fund X Advisor, Fund X Waterworks B1 and Fund X-A the “Selling Stockholders”), J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (the “Underwriters”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 17,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”) at a price of $38.12 per share. The Underwriters have elected to purchase an additional 2,550,000 shares of Class A Common Stock, pursuant to the full exercise of an option granted by the Selling Stockholders.
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 Number |
Description | |
| 1.1 | Underwriting Agreement, dated January 8, 2024, among Core & Main, Inc., Core & Main Holdings, LP, the selling stockholders named therein, J.P. Morgan Securities, LLC and Citigroup Global Markets Inc. | |
| 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: January 10, 2024 | CORE & MAIN, INC. | |||||
| By: | /s/ Stephen O. LeClair | |||||
| Name: Stephen O. LeClair | ||||||
| Title: Chief Executive Officer | ||||||