Beacon Announces Pricing of Upsized $600 Million Senior Secured Notes Offering
July 17 2023 - 5:17PM
Business Wire
Beacon Roofing Supply, Inc. (Nasdaq: BECN) (“Beacon”) announced
today the pricing of $600 million aggregate principal amount of its
6.500% senior secured notes due 2030 (the “Notes”) in connection
with its previously announced private offering. The size of the
Notes offering has been upsized from $500 million to $600
million.
The Notes will be fully and unconditionally guaranteed by Beacon
Sales Acquisition, Inc. The initial offering price to investors
will be 100.000% of the principal amount thereof. The offering is
expected to close on July 31, 2023, subject to customary closing
conditions.
Beacon intends to use the net proceeds from the offering,
together with cash on hand and available borrowings under its
senior secured asset-based revolving (ABL) credit facility, to (i)
consummate the previously announced repurchase of all 400,000
outstanding shares of Series A Cumulative Convertible Participating
Preferred Stock (the “Series A Preferred Stock”) held by an entity
affiliated with the Clayton Dubilier & Rice, LLC investment
firm for an aggregate cash amount equal to $804.5 million, (ii) pay
all accrued and unpaid dividends on such shares of Series A
Preferred Stock as of the repurchase date and (iii) pay all related
transaction fees and expenses. It is currently anticipated that the
repurchase of the Series A Preferred Stock will be consummated on,
or promptly following, the closing date of the Notes offering.
The Notes will be offered only to persons reasonably believed to
be qualified institutional buyers under Rule 144A of the Securities
Act of 1933, as amended (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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes. The Notes offering is
being made only by means of a private offering memorandum and is
not being made to any person in any jurisdiction in which such
offer, sale or solicitation is unlawful.
Forward-Looking Statements
This press release contains information about management’s view
of Beacon’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. These forward-looking statements relate to, among
other things, expectations regarding the proposed Notes offering
and the use of proceeds therefrom, including the repurchase of the
Series A Preferred Stock and the anticipated closing date of the
Notes offering and such repurchase. 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, those set forth in the “Risk Factors” section of
Beacon’s latest Form 10-K and subsequent filings with the U.S.
Securities and Exchange Commission. In addition, the
forward-looking statements included in this press release represent
Beacon’s views as of the date of this press release and these views
could change. However, while Beacon may elect to update these
forward-looking statements at some point, Beacon 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 Beacon’s views as of any date
subsequent to the date of this press release.
About Beacon
Founded in 1928, Beacon is a Fortune 500, publicly traded
distributor of building products, including roofing materials and
complementary products, such as siding and waterproofing. Beacon
operates over 500 branches throughout all 50 states in the U.S. and
6 provinces in Canada. Beacon serves an extensive base of nearly
100,000 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.
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INVESTOR CONTACT Binit Sanghvi VP,
Capital Markets and Treasurer Binit.Sanghvi@becn.com
972-369-8005
MEDIA CONTACT Jennifer Lewis VP,
Communications and Corporate Social Responsibility
Jennifer.Lewis@becn.com 571-752-1048
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