Form 8-K
false 0001856525 0001856525 2024-01-08 2024-01-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

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

(January 8, 2024)

 

 

Core & Main, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40650   86-3149194

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1830 Craig Park Court  
St. Louis, Missouri   63146
(Address of principal executive offices)   (Zip Code)

(314) 432-4700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class

 

Trading
Symbol

 

Name of Each Exchange

on Which Registered

Class A common stock, par value $0.01 per share   CNM   New York Stock Exchange

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

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