BECN Beacon Roofing Supply
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2021
BEACON ROOFING SUPPLY, INC.
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
(Commission File Number)
505 Huntmar Park Drive, Suite 300, Herndon, VA 20170
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
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 each class
Name of each exchange on which registered
Common Stock, $0.01 par value
NASDAQ Global Select Market
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. ☐
Entry into a Material Definitive Agreement
On April 23, 2021, Beacon Roofing Supply, Inc., as issuer (the “Company”), and Beacon Sales Acquisition, Inc., the direct wholly-owned subsidiary of the Company, as guarantor (the “Guarantor”), entered into a purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as the several initial purchasers (the “Initial Purchasers”), pursuant to which the Company has agreed to sell $350.0 million aggregate principal amount of its 4.125% senior unsecured notes due 2029 (the “Notes”) and related subsidiary guarantee in a private offering. The offering of the Notes is expected to close on May 10, 2021 (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 (the “Indenture”), by and among the Company, the Guarantor and U.S. Bank National Association, as trustee.
The Company intends to use the net proceeds from the offering, together with cash on hand and available borrowings under its proposed new amended and restated senior secured credit facilities, to (i) redeem, repay, retire and discharge in full all $1.3 billion aggregate principal amount outstanding of its 4.875% senior unsecured notes due 2025, (ii) repay all outstanding borrowings under its existing senior secured term loan “B” facility and (iii) pay all related premiums, accrued interest, fees and expenses in connection with the foregoing.
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 BofA Securities, Inc.
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.
On April 23, 2021, 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.
Financial Statements and Exhibits
Purchase Agreement, dated as of April 23, 2021, by and among Beacon Roofing Supply, Inc., Beacon Sales Acquisition, Inc., and BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: April 23, 2021
/s/ FRANK A. LONEGRO
Frank A. Lonegro
Executive Vice President & Chief Financial Officer