8-K
filed July 31, 2023, 7:59 PM ET
CIK 0001124941
other material
confidence high
sentiment positive
materiality 0.85
BEACON ROOFING SUPPLY INC: debt financing — Beacon closes $600M 6.5% notes offering, repurchases all Series A Preferred for $805M
BEACON ROOFING SUPPLY INC
- Issued $600M 6.500% senior secured notes due 2030 at par; net proceeds used to fund preferred stock repurchase.
- Repurchased all 400,000 Series A Preferred shares from CD&R for $805.4M; eliminates $24M annual preferred dividends.
- Repurchase reduces diluted share count by 9.69M shares and is immediately accretive to EPS.
- Nathan Sleeper resigns from board; Stuart Randle succeeds Philip Knisely as non-executive chair effective Aug. 1, 2023.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.99
BEACON ROOFING SUPPLY INC incurred senior notes of $600.0 million with qualified institutional buyers and non-U.S. persons at 6.500% maturing August 1, 2030.
- Instrument
- senior notes
- Principal
- $600.0 million
- Counterparty
- qualified institutional buyers and non-U.S. persons
- Rate
- 6.500%
- Maturity
- August 1, 2030
- Event
- incurrence
Exact text from the filing
On July 31, 2023 (the “Closing Date”), Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), completed the previously announced private offering of $600.0 million aggregate principal amount of its 6.500% Senior Secured Notes due 2030 (the “Notes”) at an issue price of 100%.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Philip Knisely changed role as Director at BEACON ROOFING SUPPLY INC.
- Action
- stepped down as non-executive Chairman
- Role
- Director
Exact text from the filing
Mr. Knisely stepped down as the non-executive Chairman of the Board, but will continue to serve as a member of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stuart Randle was appointed as non-executive Chairman at BEACON ROOFING SUPPLY INC.
- Action
- appointed
- Role
- non-executive Chairman
Exact text from the filing
The Board has appointed Mr. Stuart Randle, currently the Company’s lead independent director, to succeed Mr. Knisely as the Company’s non-executive Chairman, effective as of August 1, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nathan Sleeper resigned as Director at BEACON ROOFING SUPPLY INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
The Board determined to accept Mr. Sleeper’s offer of resignation and such resignation is effective as of the Closing Date.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
BEACON ROOFING SUPPLY INC entered into 6.500% Senior Secured Notes due 2030 with investors valued at 600,000,000 (effective 2023-07-31).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- investors
- Value
- 600,000,000
- Effective
- 2023-07-31
Exact text from the filing
On July 31, 2023 (the “Closing Date”), Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), completed the previously announced private offering of $600.0 million aggregate principal amount of its 6.500% Senior Secured Notes due 2030 (the “Notes”) at an issue price of 100%.
View on SEC.gov
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