GMS INC. (NYSE:GMS) Files An 8-K Other EventsItem 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.
(d)Exhibits.
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ExhibitNumber |
Description |
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1.1 |
Underwriting Agreement, dated December11, 2017, by and among GMS Inc., the selling stockholders named in Schedule A thereto and Morgan Stanley& Co. LLC. |
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5.1 |
Opinion of Fried, Frank, Harris, Shriver& Jacobson LLP. |
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23.1 |
Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). |