GMS INC. (NYSE:GMS) Files An 8-K Other Events


GMS INC. (NYSE:GMS) Files An 8-K Other Events
Item 8.01.Other Events.

On December11, 2017, GMS Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with the selling stockholders named in Schedule A thereto (collectively, the “Selling Stockholders”) and Morgan Stanley& Co. LLC (the “Underwriter”), relating to the sale by the Selling Stockholders of 5,000,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company. The offering of the Shares closed on December14, 2017. The Company did not sell any Shares in the offering or receive any proceeds from the offering.

The offering described in this Current Report on Form8-K was made to the Company’s shelf registration statement on FormS-3 (File No.333-221986), effective upon filing with the Securities and Exchange Commission on December11, 2017, as supplemented by the preliminary prospectus supplement and the final prospectus supplement, each dated December11, 2017.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and Selling Stockholders. It also provides for customary indemnification of the Underwriter by each of the Company and the Selling Stockholders for certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is filed herewith as Exhibit1.1 and is incorporated herein by reference.

Item 8.01. Financial Statements and Exhibits.





Underwriting Agreement, dated December11, 2017, by and among GMS Inc., the selling stockholders named in Schedule A thereto and Morgan Stanley& Co. LLC.


Opinion of Fried, Frank, Harris, Shriver& Jacobson LLP.


Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).

GMS Inc. Exhibit
EX-1.1 2 a17-28203_4ex1d1.htm EX-1.1 Exhibit 1.1   EXECUTION VERSION   GMS INC.   (a Delaware corporation)   5,…
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GMS Inc. is a distributor of wallboard and suspended ceilings systems, or ceilings. The Company provides a product offering of over 20,000 stock keeping units (SKUs) of wallboard, ceilings and complementary interior construction products for interior contractors. It offers steel framing and ancillary products for its customers. Its Wallboard is a building product for interior and exterior walls and ceilings in residential and commercial structures. Its ceilings product line consists of suspended mineral fiber, soft fiber and metal ceiling systems primarily used in offices, hotels, hospitals, retail facilities, schools and a range of other commercial and institutional buildings. Its steel framing product line consists of steel track, studs and various other steel products used to frame the interior walls of a commercial or institutional building. It supplies complementary products, including insulation, ready-mix-joint compound and various other interior construction products.