Our principal executive offices are located at 505 Huntmar Park Drive, Suite 300, Herndon,
Virginia 20170 and our telephone number is (571) 323-3939. Our Internet website address is www.becn.com. The information contained on, or accessible from, our website is not incorporated by reference,
and, therefore, you should not consider it a part of this prospectus or any accompanying prospectus supplement.
Recent Developments
Senior Secured Note Offering
On
July 31, 2023, we sold $600.0 million aggregate principal amount of our 6.500% senior secured notes due 2030 (the Notes), pursuant to a purchase agreement by and among Beacon, Beacon Sales Acquisition, Inc., a direct
wholly-owned subsidiary of the Company, as guarantor, and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (the Note Offering). For information regarding the Notes, the Note Offering and
related transaction documents, see our Current Report on Form 8-K filed with the SEC on July 31, 2023, which is incorporated herein by reference.
Repurchase of Series A Preferred Stock
On July 6, 2023, we reached agreement with the selling stockholder to repurchase (the Repurchase) all 400,000 issued and
outstanding shares of Beacons Series A Cumulative Convertible Participating Preferred Stock, par value $0.01 per share (Series A Preferred Stock), held by the selling stockholder, pursuant to a letter agreement (the
Repurchase Letter Agreement). The Repurchase of the Series A Preferred Stock was completed on July 31, 2023 (such date, the Repurchase Date) for an aggregate cash amount of $805,433,333.33 (the Repurchase
Price). The Repurchase Price was funded by us with cash on hand, available borrowings under our senior secured asset-based revolving (ABL) credit facility and the proceeds from the Note Offering. On and after the Repurchase Date, all dividends
and distributions ceased to accrue on the Series A Preferred Stock, the repurchased Series A Preferred Stock is no longer outstanding, and all rights of the selling stockholder with respect to the repurchased Series A Preferred Stock terminated.
In connection with the Repurchase, the selling stockholder agreed that for as long as its remaining director representative,
Mr. Philip Knisely, remains a member of the Board and for a period of six (6) months thereafter, the customary voting, standstill, and transfer restrictions set forth in Sections 4.13 and 4.14 of the Investment Agreement, dated as of
August 24, 2017, by and among the Company, the selling stockholder and Clayton, Dubilier & Rice Fund IX, L.P. (filed as Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with the
SEC on August 24, 2017) (the Investment Agreement) will continue to apply to the selling stockholder and Clayton, Dubilier & Rice Fund IX, L.P. in accordance with their terms. The selling stockholders other
director representative, Mr. Nathan Sleeper, resigned from the Board effective as of the completion of the Repurchase. For additional information, see Selling Stockholder Material Relationships with Selling Stockholder in
this prospectus. The foregoing description of the Repurchase does not purport to be complete and is qualified in all respects by reference to the full text of the Repurchase Letter Agreement, a copy of which is filed as Exhibit 10.1 to our Current
Report on Form 8-K filed with the SEC on July 7, 2023.
Selling Stockholder and Registration Rights
The selling stockholder is an entity affiliated with CD&R, a private investment firm, and as of the date of this prospectus owns
15,171,964 shares of common stock representing approximately 24.0% of our total voting power (based on shares of common stock outstanding as of August 3, 2023). In connection with the sale of the Series A Preferred Stock to the selling
stockholder pursuant to the Investment Agreement, we entered into a registration rights agreement, dated January 2, 2018 (as amended, the Registration Rights Agreement) with the selling stockholder, pursuant to which we agreed to
file a resale shelf registration statement for the benefit of the selling stockholder and its permitted transferees. Under the Registration Rights Agreement, the selling