UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On December 6, 2023, Beacon Roofing Supply, Inc. (the “Company”), CD&R Boulder Holdings, L.P. (the “Selling Stockholder”), an entity affiliated with Clayton, Dubilier & Rice, LLC, and RBC Capital Markets, LLC, as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”), in connection with the public offering and sale by the Selling Stockholder of 5 million shares (the “Shares”) of the Company’s common stock at a price of $79.73 per share, subject to and upon the terms and conditions set forth in the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Selling Stockholder granted the Underwriter a 30-day option to purchase up to an aggregate of 750,000 additional shares of the Company’s common stock. The public offering and sale of the Shares pursuant to the Underwriting Agreement is expected to close on December 11, 2023. The Company will not receive any proceeds from the sale of the Shares of the Company’s common stock by the Selling Stockholder.
The Underwriting Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition, each of the Company and the Selling Stockholder has agreed to indemnify the Underwriter against certain liabilities on customary terms. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
The Underwriter and its affiliates have provided in the past to the Company, the Selling Stockholder and each of their respective affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for the Company, the Selling Stockholder and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, the Underwriter and its affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Company’s equity securities, debt securities or loans, and may do so in the future.
The offer and sale of the Shares was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-273768) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission on August 7, 2023, including the Prospectus contained therein, dated August 7, 2023, and a related Prospectus Supplement, dated December 6, 2023.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Index
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated December 6, 2023, among Beacon Roofing Supply, Inc., CD&R Boulder Holdings, L.P., as selling stockholder, and RBC Capital Markets, LLC, as underwriter. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
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BEACON ROOFING SUPPLY, INC. | |||||
| Date: December 7, 2023 | By: | /s/ Frank A. Lonegro | ||||
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Frank A. Lonegro | ||||
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Executive Vice President & Chief Financial Officer | ||||