Beacon Announces Closing of $600 Million Senior Secured Notes Offering and Completes Repurchase of Series A Preferred Stock
- None.
- None.
Immediately following the completion of the Offering on July 31, 2023, Beacon used 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 (“CD&R”) investment firm for an aggregate cash amount of
The repurchase of the Series A Preferred Stock is expected to provide substantial benefits to Beacon and its common stockholders, including:
- reducing diluted share count on an as converted basis by 9.69 million shares;
- providing immediate accretion to earnings per share;
-
eliminating preferred dividends of
per year; and$24.0 million - simplifying Beacon’s capital structure.
As previously announced, Nathan Sleeper, CD&R’s CEO and one of its representatives on the Company’s board of directors, has resigned from the Company’s board following the closing of the repurchase, while Philip Knisely, an Operating Partner of CD&R, has stepped down as the Company’s non-executive board chair, but will continue to serve on the Company’s board. The board has elected Stuart Randle, the Company’s lead independent director, to succeed Mr. Knisely as the Company’s non-executive board chair, effective as of August 1, 2023.
The Notes and the related guarantee were 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-
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. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. Investors are cautioned not to place undue reliance on forward-looking statements. 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 the Company's Form 10-K for the fiscal year ended December 31, 2022 and subsequent filings with the
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
View source version on businesswire.com: https://www.businesswire.com/news/home/20230731756440/en/
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
Source: Beacon Roofing Supply, Inc.
FAQ
What is the purpose of Beacon Roofing Supply, Inc.'s private offering?
Who guaranteed the Notes issued by Beacon Roofing Supply, Inc.?