0001104659-19-038258.txt : 20190628 0001104659-19-038258.hdr.sgml : 20190628 20190628161028 ACCESSION NUMBER: 0001104659-19-038258 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190628 DATE AS OF CHANGE: 20190628 GROUP MEMBERS: CD&R INVESTMENT ASSOCIATES IX, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEACON ROOFING SUPPLY INC CENTRAL INDEX KEY: 0001124941 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030] IRS NUMBER: 364173371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80234 FILM NUMBER: 19929364 BUSINESS ADDRESS: STREET 1: 505 HUNTMAR PARK DRIVE STREET 2: SUITE 300 CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 571-323-3939 MAIL ADDRESS: STREET 1: 505 HUNTMAR PARK DRIVE STREET 2: SUITE 300 CITY: HERNDON STATE: VA ZIP: 20170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CD&R Boulder Holdings, L.P. CENTRAL INDEX KEY: 0001726960 IRS NUMBER: 981392930 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: UGLAND HOUSE STREET 2: SOUTH CHURCH STREET CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-407-5200 MAIL ADDRESS: STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC STREET 2: 375 PARK AVENUE, 18TH FLR CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D/A 1 a19-12259_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 


 

Beacon Roofing Supply Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

073685109

(CUSIP Number)

 

CD&R Boulder Holdings, L.P.

c/o Clayton, Dubilier & Rice, LLC

Attention: Theresa A. Gore

375 Park Ave, New York NY 10152

(212) 407-5227

 

with a copy to:

 

Uri Herzberg

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Telephone: 212 909-6000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 28, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 073685109

 

 

1.

Name of Reporting Person
CD&R BOULDER HOLDINGS, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
20,244,780(1)

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
20,244,780(1)

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,244,780(1)

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
25.9%(2)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1)      The total number of shares of common stock, par value $0.01 per share (the “Common Shares”), reported includes (i) on an as-converted basis (based on the initial conversion price of $41.26, as adjusted), 9,694,619 Common Shares that are issuable upon the conversion, at the option of the holder, of 400,000 Shares of Series A Cumulative Convertible Participating Preferred Stock (the “Preferred Shares”) that, as of the date hereof, are held directly by CD&R Boulder Holdings, L.P. (“CD&R Holdings”), (ii) 314,400 Common Shares acquired by CD&R Holdings on August 9, 2018, (iii) 5,609,763 Common Shares acquired by CD&R Holdings on March 11, 2019 and (iv) 4,625,998 Common Shares acquired by CD&R Holdings on June 28, 2019.  Each Preferred Share is entitled to vote with holders of the Common Shares on an as-converted basis, based on the initial conversion price of $41.26, as adjusted, and accrued dividends through the date of conversion.  All of these Common Shares may be deemed to be beneficially owned by CD&R Investment Associates IX, Ltd., as the general partner of CD&R Holdings (“CD&R Holdings GP”).

 

(2)      CD&R Holdings’ voting percentage is 25.9%, calculated using a fraction, the numerator of which is the number of Common Shares described in footnote (1) above and the denominator of which is 78,171,581 (calculated by adding the 68,476,962 Common Shares outstanding as of April 30, 2019, as reported in the Issuer’s Form 10-Q, filed May 8, 2019, plus the number of Common Shares described in clause (i) of footnote (1) above).

 

2


 

CUSIP No. 073685109

 

 

1.

Name of Reporting Person
CD&R INVESTMENT ASSOCIATES IX, LTD.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
20,244,780(1)

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
20,244,780(1)

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,244,780(1)

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
25.9%(2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1)         The total number of Common Shares reported includes (i) on an as-converted basis (based on the initial conversion price of $41.26, as adjusted), 9,694,619 Common Shares that are issuable upon the conversion, at the option of the holder, of 400,000 Preferred Shares that, as of the date hereof, are held directly by CD&R Holdings, (ii) 314,400 Common Shares acquired by CD&R Holdings on August 9, 2018, (iii) 5,609,763 Common Shares acquired by CD&R Holdings on March 11, 2019 and (iv) 4,625,998 Common Shares acquired by CD&R Holdings on June 28, 2019.  Each Preferred Share is entitled to vote with holders of the Common Shares on an as-converted basis, based on the initial conversion price of $41.26, as adjusted, and accrued dividends through the date of conversion.  All of these Common Shares may be deemed to be beneficially owned by CD&R Holdings GP.

 

(2)         CD&R Holdings’ voting percentage is 25.9%, calculated using a fraction, the numerator of which is the number of Common Shares described in footnote (1) above and the denominator of which is 78,171,581 (calculated by adding the 68,476,962 Common Shares outstanding as of April 30, 2019, as reported in the Issuer’s Form 10-Q, filed May 8, 2019, plus the number of Common Shares described in clause (i) of footnote (1) above).

 

3


 

EXPLANATORY NOTE

 

PREAMBLE

 

This Amendment No. 3 amends the Statement on Schedule 13D initially filed on January 2, 2018 with the Securities and Exchange Commission and amended on November 21, 2018 and March 14, 2019 (as amended, the “Schedule 13D”) by (i) CD&R Boulder Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Holdings”), and (ii) CD&R Investment Associates IX, Ltd. (“CD&R Holdings GP”) (together with CD&R Holdings, collectively, the “Reporting Persons”).

 

Item 3.  Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and supplemented to add the following:

 

On June 28, 2019, CD&R Holdings acquired from Credit Suisse Capital LLC (“CS”) 4,625,998 Common Shares for a total acquisition price of $158,081,454.06, pursuant to a previously disclosed agreement with CS dated as of November 20, 2018 (the “Agreement”). CD&R Holdings funded the acquisition with one or more of the Reporting Person’s or their respective affiliates’ cash on hand from capital contributions from its partners.

 

Item 5.  Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and supplemented to add the following:

 

(a)           (i)            CD&R Holdings is the beneficial owner of 20,244,780 Common Shares on an as-converted basis. 9,694,619 of such Common Shares are issuable upon conversion (based on an initial conversion price of $41.26, as adjusted), at the option of the holder, of the 400,000 Preferred Shares that, as of the date hereof, are held directly by CD&R Holdings. 314,400, 5,609,763 and 4,625,998 of such Common Shares were acquired by CD&R Holdings on August 9, 2018, March 11, 2019 and June 28, 2019, respectively, and are, as of the date hereof, held directly by CD&R Holdings. Taking into account this beneficial ownership, CD&R Holdings’ voting interest is approximately 25.9% of the voting power of the Issuer, based on (x) an initial conversion price of $41.26 with respect to the Preferred Shares and (y) 68,476,962 Common Shares outstanding as of April 30, 2019, as reported in the Issuer’s Form 10-Q, filed May 8, 2019.

 

(c)           The 4,625,998 Common Shares acquired by CD&R Holdings on June 28, 2019 pursuant to the Agreement were acquired at a price per share equal to $34.1724.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and supplemented to add the following:

 

On June 28, 2019, CD&R Holdings and CS, represented by Credit Suisse Securities (USA) LLC, entered into an amendment to the Agreement (the “Amendment”), pursuant to which Section 18 of the Agreement was deleted in its entirety and replaced in accordance with the terms of the Amendment to clarify certain operative provisions of the U.S. Special Resolution Regime (as defined in the Amendment) contemplated by the ISDA 2018 U.S. Resolution Stay Protocol as it applies to CS and the Agreement.

 

Item 7.  Material to be Filed as Exhibits.

 

Exhibit Number

 

Description of Exhibit

 

 

 

1

 

Exhibit 99.6 — Letter Agreement, dated June 28, 2019, between CD&R Holdings and CS, represented by Credit Suisse Securities (USA) LLC

 

4


 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 28, 2019

 

 

CD&R BOULDER HOLDINGS, L.P.

 

 

 

 

By:

CD&R Investment Associates IX, Ltd.,

 

 

its general partner

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

 

Name: Theresa A. Gore

 

 

 

Title: Vice President, Treasurer and Assistant Secretary

 

 

 

CD&R INVESTMENT ASSOCIATES IX, Ltd.

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

 

Name: Theresa A. Gore

 

 

 

Title: Vice President, Treasurer and Assistant Secretary

 

5


EX-1 2 a19-12259_1ex1.htm EX-1

Exhibit 1

 

EXECUTION VERSION

 

Date:                                                                  June 28, 2019

 

To:                                                                             CD&R Boulder Holdings, L.P.

c/o Clayton, Dubilier & Rice, LLC

375 Park Avenye, 18th Floor

New York, NY 10152

 

From:                                                               Credit Suisse Capital LLC

11 Madison Avenue

New York, NY 10010

 

Re:                                                                      Amendment of the Master Confirmation

 

Dear Sir/Madam:

 

This letter agreement (the “Amendment”) amends the Master Confirmation dated as of November 20, 2018, as may be amended and supplemented by relevant supplemental confirmations from time to time (the “Master Confirmation”), between Credit Suisse Capital LLC (“CS”), represented by Credit Suisse Securities (USA) LLC as it agent, and CD&R Boulder Holdings, L.P. (“Counterparty”). This Amendment shall be effective on the date hereof.  Terms used herein but are not otherwise defined shall have meanings assigned to them in the Master Confirmation.

 

1. Amendment. Upon the effectiveness of this Amendment, Section 18 of the Master Confirmation is hereby deleted in its entirety and replaced with the following:

 

Opt-In to U.S. Special Resolution Regimes

 

(a) In the event CS becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Master Confirmation (and any interest and obligation in or under, and any property securing, this Master Confirmation) from CS will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Master Confirmation (and any interest and obligation in or under, and any property securing, this Master Confirmation) were governed by the laws of the United Sates or a state of the United States; and

 

(b) In the event CS or an Affiliate of CS becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights with respect to this Master Confirmation that may be exercised against CS are permitted to be exercised to no greater extent than the Default Rights could be exercised under the U.S. Special Resolution Regime if this Master Confirmation were governed by the laws of the United States or a state of the United States.

 

Definitions:

 

Affiliate has the meaning given in section 2(k) of the Bank Holding Company Act (12 U.S.C. 1841(k)) and section 225.2(a) of the Board’s Regulation Y (12 CFR 225.2(a)).

 

Default Right means any:

 

(i) right of a party, whether contractual or otherwise (including, without limitation, rights incorporated by reference to any other contract, agreement, or document, and rights afforded by statute, civil code, regulation, and common law), to liquidate, terminate, cancel, rescind, or accelerate such agreement or transactions thereunder, set off or net amounts owing in respect thereto (except rights related to same-day payment netting), exercise

 


 

remedies in respect of collateral or other credit support or property related thereto (including the purchase and sale of property), demand payment or delivery thereunder or in respect thereof (other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure), suspend, delay, or defer payment or performance thereunder, or modify the obligations of a party thereunder, or any similar rights; and

 

(ii) right or contractual provision that alters the amount of collateral or margin that must be provided with respect to an exposure thereunder, including by altering any initial amount, threshold amount, variation margin, minimum transfer amount, the margin value of collateral, or any similar amount, that entitles a party to demand the return of any collateral or margin transferred by it to the other party or a custodian or that modifies a transferee’s right to reuse collateral or margin (if such right previously existed), or any similar rights, in each case, other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure.

 

U.S. Special Resolution Regime means the Federal Deposit Insurance Act (12 U.S.C. 1811—1835a) and regulations promulgated thereunder and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 5381—5394) and regulations promulgated thereunder.

 

2.  No Additional Amendments or Waivers.  Except as amended hereby, all the terms of the Transactions and provisions in the Master Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

 

3.  Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

 

4.  Governing Law.  The provisions of this Amendment shall be governed by the New York law (without reference to choice of law doctrine).

 

[Signature Page Follows]

 


 

 

Yours Faithfully,

 

 

 

CREDIT SUISE CAPITAL LLC

 

 

 

 

 

 

By:

/s/ Shui Wong

 

Name:

Shui Wong

 

Title:

Authorized Signatory

 

 

 

 

 

 

By:

/s/ Barry Dixon

 

Name:

Barry Dixon

 

Title:

Authorized Signatory

 

 

 

CREDIT SUISE SECURITIES (USA) LLC, AS AGENT FOR CREDIT SUISSE CAPITAL LLC

 

 

 

 

 

 

By:

/s/ Shui Wong

 

Name:

Shui Wong

 

Title:

Vice President

 

 

Agreed and Accepted By:

 

 

 

CD&R BOULDER HOLDINGS, L.P.

 

 

 

BY: CD&R INVESTMENT ASSOCIATES IX, LTD.,

 

its general partner

 

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

Name:

Theresa A. Gore

 

 

Title:

Vice President, Treasurer and Assistant Secretary