UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On July 17, 2023, Beacon Roofing Supply, Inc., as issuer (the “Company”), and Beacon Sales Acquisition, Inc., a direct wholly-owned subsidiary of the Company, as guarantor (the “Guarantor”), entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (the “Initial Purchasers”), pursuant to which the Company has agreed to sell $600.0 million aggregate principal amount of its 6.500% senior secured notes due 2030 (the “Notes”) and related subsidiary guarantee in a private offering. The Notes offering is expected to close on July 31, 2023 (the “Closing Date”), subject to customary closing conditions.
The Notes and related subsidiary guarantee will be issued pursuant to an indenture, to be dated as of the Closing Date, by and among the Company, the Guarantor and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
The Company intends to use the net proceeds from the offering, together with cash on hand and available borrowings under its senior secured asset-based revolving (ABL) credit facility, to (i) consummate the previously announced repurchase of all 400,000 outstanding shares of Series A Cumulative Convertible Participating Preferred Stock (the “Series A Preferred Stock”) held by an entity affiliated with Clayton, Dubilier & Rice, LLC, for an aggregate cash amount equal to $804.5 million, (ii) pay all accrued and unpaid dividends on such shares of Series A Preferred Stock as of the repurchase date and (iii) pay all related transaction fees and expenses. It is currently anticipated that the repurchase of the Series A Preferred Stock will be consummated on or promptly following the Closing Date.
The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Guarantor. In addition, the Company and the Guarantor have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Initial Purchasers may be required to make in respect of those liabilities. Furthermore, the Company and the Guarantor have agreed with the Initial Purchasers not to offer or sell any debt securities issued or guaranteed by the Company or the Guarantor for a period of 90 days after the date of the Purchase Agreement without the prior written consent of J.P. Morgan Securities LLC.
The Notes and related subsidiary guarantee will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and to certain non-U.S. persons in transactions outside the United States under Regulation S under the Securities Act. The issuance and sale of the Notes and related subsidiary guarantee have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Notes and related subsidiary guarantee may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto, and which is incorporated herein by reference.
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| Item 8.01 | Other Events |
On July 17, 2023, the Company issued a press release, made pursuant to Rule 135c promulgated under the Securities Act, announcing the pricing of the Notes offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
This Current Report on Form 8-K (and the exhibits hereto) shall not constitute an offer to sell or the solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Index
| Exhibit Number |
Description | |
| 10.1 | Purchase Agreement, dated as of July 17, 2023, by and among Beacon Roofing Supply, Inc., Beacon Sales Acquisition, Inc., as guarantor, and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein | |
| 99.1 | Beacon Roofing Supply, Inc. press release dated July 17, 2023 | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEACON ROOFING SUPPLY, INC. | ||||||
| Date: July 18, 2023 | By: | /s/ FRANK A. LONEGRO | ||||
| Frank A. Lonegro | ||||||
| Executive Vice President & Chief Financial Officer | ||||||
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