Beacon Roofing Supply, Inc. (NASDAQ:BECN) Files An 8-K Other EventsItem 8.01. Other Events.
On September20, 2017, Beacon Roofing Supply, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the public offering and sale by the Company (the “Offering”) of 6,325,000 shares (the “Shares”) of the Company’s common stock at a price to the public of $47.50 per share (the “Offering Price”). to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to an additional 948,750 shares of the Company’s common stock at the Offering Price.
The Company received notice of exercise of the Underwriter’s option to purchase the full 948,750 additional shares of the Company’s common stock on September21, 2017 and the sale of the 948,750 additional shares of the Company’s common stock closed simultaneously with the Offering on September25, 2017. Net proceeds received by the Company from its sale of 7,273,750 shares of the Company’s common stock were approximately $329.8million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Underwriting Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify the Underwriters against certain liabilities on customary terms. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. In connection with the issuance of the Shares, Sidley Austin LLP provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1, and which is incorporated by reference herein.
The Underwriters and their affiliates have provided in the past to the Company and its affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for the Company and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, the Underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Company’s equity securities, debt securities or loans, and may do so in the future.
The offer and sale of the Shares was made to the Company’s effective shelf registration statement on Form S-3 (File No.333- 220506) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September18, 2017, including the prospectus contained therein dated September18, 2017 and a related prospectus supplement dated September20, 2017 on file with the SEC.
Item 8.01. Financial Statements and Exhibits.
BEACON ROOFING SUPPLY INC ExhibitEX-1.1 2 d261946dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION Beacon Roofing Supply,…To view the full exhibit click
About Beacon Roofing Supply, Inc. (NASDAQ:BECN)
Beacon Roofing Supply, Inc. is engaged in the distribution of residential and non-residential roofing materials in the United States and Canada. It also distributes complementary building products for residential and non-residential building exteriors. Its product portfolio includes residential roofing products, non-residential roofing products and complementary building products. The residential roofing products include asphalt shingles, clay tile, slate and metal roofing, among others. The non-residential roofing products include single-ply roofing, asphalt, metal, modified bitumen and build-up roofing, among others. The complementary building products include vinyl siding, fiber cement siding, stone veneer and windows, among others. The Company offers its products under various trade names, including Alabama Roofing Supply, Atlantic Building Products, Applicators Sales, Southern Roof Center, Statewide Wholesale, Structural Materials and The Roof Center.