---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-199199"
form_type: "8-K"
ticker: null
cik: "0001124941"
company_name: "BEACON ROOFING SUPPLY INC"
filed_at: "2023-07-31T23:59:59+00:00"
generated_at: "2026-06-12T21:46:18.090737+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Beacon closes $600M 6.5% notes offering, repurchases all Series A Preferred for $805M

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-199199
- form_type: 8-K
- cik: 0001124941
- company_name: BEACON ROOFING SUPPLY INC
- filed_at: 2023-07-31T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 8.01, 2.03, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1124941/000119312523199199/0001193125-23-199199-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1124941/000119312523199199/d530882d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-199199
- JSON: https://secwatch.observer/filing/0001193125-23-199199.json
- Plain text: https://secwatch.observer/filing/0001193125-23-199199.txt

## Key facts
- Debt Financings
  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
  source text: 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%.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1124941/000119312523199199/0001193125-23-199199-index.htm
- Executive change
  Philip Knisely changed role as Director at BEACON ROOFING SUPPLY INC.
  - Action: stepped down as non-executive Chairman
  - Role: Director
  source text: Mr. Knisely stepped down as the non-executive Chairman of the Board, but will continue to serve as a member of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1124941/000119312523199199/0001193125-23-199199-index.htm
- Executive change
  Stuart Randle was appointed as non-executive Chairman at BEACON ROOFING SUPPLY INC.
  - Action: appointed
  - Role: non-executive Chairman
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1124941/000119312523199199/0001193125-23-199199-index.htm
- Executive change
  Nathan Sleeper resigned as Director at BEACON ROOFING SUPPLY INC.
  - Action: resigned
  - Role: Director
  source text: The Board determined to accept Mr. Sleeper’s offer of resignation and such resignation is effective as of the Closing Date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1124941/000119312523199199/0001193125-23-199199-index.htm
- Material Agreements
  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
  source text: 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%.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1124941/000119312523199199/0001193125-23-199199-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.