Beacon Roofing Supply, Inc. Prices Public Offering of Common Stock
September 20 2017 - 4:53PM
Business Wire
Beacon Roofing Supply, Inc. (NASDAQ: BECN) (“Beacon”) announced
today the pricing of its underwritten public offering of 6,325,000
shares of its common stock at a price to the public of $47.50 per
share. In addition, Beacon has granted the underwriters a 30-day
option to purchase up to 948,750 additional shares of common stock
at the public offering price. The offering is expected to close on
September 25, 2017, subject to the satisfaction of customary
closing conditions.
Beacon expects to use the net proceeds from the offering,
together with the net proceeds of the previously announced
committed convertible preferred equity financing from an entity
affiliated with the investment firm Clayton, Dubilier & Rice
LLC and the proposed debt financing, to finance the previously
announced acquisition (the “Allied Acquisition”) of Allied Building
Products Corp. (“Allied”) and to pay related fees and expenses.
Subsequent to the offering, Beacon expects to reduce the amount of
the committed convertible preferred equity financing to a minimum
of $400.0 million and to use any remaining net proceeds from the
offering to reduce the amount of borrowings incurred in its
proposed debt financing. The offering is not contingent on the
completion of the Allied Acquisition. If the Allied Acquisition is
not completed, Beacon expects to use the net proceeds from the
offering for general corporate purposes, which may include
strategic acquisitions or the repayment of existing debt.
Citigroup and Wells Fargo Securities are serving as joint
book-running managers and as representatives of the underwriters
for the offering. BofA Merrill Lynch, RBC Capital Markets and
SunTrust Robinson Humphrey are also serving as joint book-running
managers of the offering, and Baird, C.L. King & Associates,
Raymond James, Seaport Global Securities and William Blair are
serving as co-managers.
The offering is being made pursuant to Beacon’s effective shelf
statement filed with the U.S. Securities and Exchange Commission
(the “SEC”). The offering is being made only by means of a
prospectus supplement and the accompanying base prospectus, which
have been filed with the SEC and are available on the SEC’s
website, located at http://www.sec.gov. Copies of the final
prospectus supplement and the accompanying prospectus relating to
the offering, when available, may be obtained by contacting
Citigroup Global Markets Inc., c/o Broadridge Financial Services,
1155 Long Island Avenue, Edgewood, NY 11717, or by email at
prospectus@citi.com or by phone at (800) 831-9146; or Wells Fargo
Securities, LLC, Attn: Equity Syndicate Department, 375 Park
Avenue, New York, NY 10152, by phone at (800) 326-5897 or by email
at cmclientsupport@wellsfargo.com. You should read the prospectus
supplement and the accompanying prospectus and other documents
Beacon has filed with the SEC for more complete information about
Beacon and this offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward-Looking
Statements
This release contains information about management’s view of
Beacon’s future expectations, plans, and prospects that constitute
forward-looking statements for purposes of the safe harbor
provisions under the Private Securities Litigation Reform Act of
1995. You can identify forward-looking statements by the fact that
they do not relate strictly to historic or current facts and often
use words such as “anticipate”, “estimate”, “expect”, “believe”,
“will likely result”, “outlook”, “project” and other words and
expressions of similar meaning. Actual results may differ
materially from those indicated by such forward-looking statements
as a result of various important factors, including, but not
limited to, those set forth in the “Risk Factors” section of
Beacon’s latest Form 10-K and subsequent SEC filings. The
forward-looking statements included in this press release represent
Beacon’s views as of the date of this press release and these views
could change. However, while Beacon may elect to update these
forward-looking statements at some point, Beacon specifically
disclaims any obligation to do so, other than as required by
federal securities laws. These forward-looking statements should
not be relied upon as representing Beacon’s views as of any date
subsequent to the date of this press release.
About Beacon Roofing Supply,
Inc.
Founded in 1928, Beacon Roofing Supply, Inc. is the largest
publicly traded distributor of residential and commercial roofing
materials and complementary building products, operating 383
branches throughout 48 states in the U.S. and 6 provinces in
Canada. To learn more about Beacon and its family of regional
brands, please visit www.becn.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20170920006371/en/
Beacon Roofing Supply, Inc.Joseph Nowicki, 571-323-3940Executive
VP & CFOJNowicki@becn.com
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