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): September 19, 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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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
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 7.01 | Regulation FD Disclosure. |
As previously disclosed in the prospectus supplement filed on September 18, 2023, after giving effect to the transactions contemplated in the Purchase and Redemption Agreement (as defined below) and the Underwriting Agreement (as defined below), Core & Main, Inc., a Delaware corporation (the “Company”), will no longer be a “controlled company” within the meaning of the New York Stock Exchange rules. However, the Company may continue to rely on exemptions from certain corporate governance requirements during a one-year transition period.
| Item 8.01 | Other Events |
Purchase and Redemption Agreement
On September 19, 2023, 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 September 13, 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 September 14, 2023, the Company, Holdings, the Selling Stockholders and J.P. Morgan Securities LLC (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, 18,000,000 shares of the Company’s Class A Common Stock at a price of $29.015 per share.
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 September 14, 2023, among Core & Main, Inc., Core & Main Holdings, LP, the selling stockholders named therein and J.P. Morgan Securities LLC. | |
| 10.1 | Purchase and Redemption Agreement, dated as of September 13, 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: September 19, 2023 | CORE & MAIN, INC. | |||||
| By: | /s/ Stephen O. LeClair | |||||
| Name: | Stephen O. LeClair | |||||
| Title: | Chief Executive Officer | |||||