8-K

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): March 26, 2020

BEACON ROOFING SUPPLY, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-50924	36-4173371
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

505 Huntmar Park Drive, Suite 300, Herndon, VA 20170

(Address of Principal Executive Offices) (Zip Code)

(571) 323-3939

(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	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	BECN	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. ☐

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously disclosed, Beacon Roofing Supply, Inc. (the “Company”) is party to an Amended and Restated Credit Agreement dated as of January 2, 2018 with Wells Fargo Bank, National Association, as administrative agent, certain subsidiaries of the Company as borrowers, and the other lenders party thereto, providing for a senior secured asset-based revolving credit facility with a commitment of $1.3 billion (the “Revolving Credit Facility”). The maturity date of the loans under the Revolving Credit Facility is January 2, 2023.

A description of the material terms of the Revolving Credit Facility is set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2018, which is incorporated in this Item 2.03 by reference.

As of December 31, 2019, approximately $223.2 million was outstanding under the Revolving Credit Facility and there was $13.0 million in outstanding letters of credit. In the current quarter, we made additional borrowings under the Revolving Credit Facility, and on March 26, 2020, we borrowed additional amounts under the Revolving Credit Facility so that a total of $1.0 billion (including $13.0 million in letters of credit) is currently outstanding. After the draw, the Company maintains approximately $185 million of additional borrowing capacity (subject to the borrowing base) under the Revolving Credit Facility.  The current interest rate for borrowings under the Revolving Credit Facility is approximately 2.1%.

The Company increased its borrowings under the Revolving Credit Facility as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of current uncertainty resulting from the COVID-19 pandemic. The proceeds from the incremental Revolving Credit Facility borrowings are currently being held on the Company’s balance sheet, resulting in additional cash and cash equivalents from the draw of approximately $725 million as of April 1, 2020.

Item 7.01 Regulation FD Disclosure

On April 1, 2020, the Company issued a press release regarding the recent Revolving Credit Facility draw‑downs. A copy of the press release is attached hereto as Exhibit 99.1.

The information provided pursuant to this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.  The furnishing of the information provided pursuant to this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company that the information provided pursuant to this Item 7.01 is material or complete, or that investors should consider such information before making an investment decision with respect to any security of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Index
Exhibit Number	Description
99.1	Beacon Roofing Supply, Inc. press release dated April 1, 2020.
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 thereunto duly authorized.

	BEACON ROOFING SUPPLY, INC.
Date: April 1, 2020	By:	/s/ JOSEPH M. NOWICKI
		Joseph M. Nowicki
		Executive Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

BEACON ELECTS TO DRAW DOWN ON REVOLVING CREDIT FACILITY TO FURTHER STRENGTHEN CASH POSITION

HERNDON, Va.--(BUSINESS WIRE)—April 1, 2020 -- Beacon (Nasdaq: BECN) (the “Company”)announced today that it elected to draw down approximately $725 million from its revolving credit facility. This is a proactive measure to increase the Company's cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. The funds will supplement the Company's cash position. Details of the draw are described in the Company’s Form 8-K filed concurrently herewith. After the draw, Beacon will maintain approximately $185 million of additional capacity on its revolver.

“The health and safety of our employees, customers and communities remains our foremost priority during this most unusual period,” said Julian Francis, Beacon’s President and Chief Executive Officer. “It is also our obligation to be good stewards of the company’s financial assets. Our outstanding credit facility provides Beacon considerable financial flexibility to manage our balance sheet, and our draw on our ABL revolver exemplifies this. Even though our business has been deemed essential everywhere we operate and we remain open to serve our customers in all 50 states and Canada, we thought it prudent to have additional cash on hand in the event that we experience a material downturn in overall business operations as a result of the COVID‑19 pandemic. The ABL draw that we are announcing today is just one of the many levers available to Beacon to help us ensure that we will be able to meet our long-term goals for our employees, customers and shareholders.”

Forward-Looking Statements

This release contains information about management's view of the Company's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, the impact of the COVID‑19 pandemic on the construction sector, in general, and the financial position and operating results of our Company, in particular, which cannot be predicted and could change rapidly, and those set forth in the "Risk Factors" section of the Company's latest Form 10-K. In addition, the forward-looking statements included in this press release represent the Company's views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this press release.

AboutBeacon

Founded in 1928, Beacon is a Fortune 500, publicly-traded distributor of residential and commercial building products in North America, operating over 500 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of over 110,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon offers its own private label brand, TRI-BUILT, and has a proprietary digital account management suite, Beacon Pro+, which allows customers to manage their businesses online. Beacon’s stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visitwww.becn.com

CONTACT:

JosephNowicki, ExecutiveVP&CFO

Joseph.Nowicki@becn.com

571-323-3939

XML

Document And Entity Information	Mar. 26, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 26, 2020
Entity Registrant Name	BEACON ROOFING SUPPLY, INC.
Entity Central Index Key	0001124941
Entity Emerging Growth Company	false
Entity File Number	000-50924
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4173371
Entity Address, Address Line One	505 Huntmar Park Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Herndon
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20170
City Area Code	571
Local Phone Number	323-3939
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	BECN
Security Exchange Name	NASDAQ