Beacon Roofing Supply Announces Pricing of $300 Million Senior Secured Notes Offering
September 25 2019 - 4:21PM
Business Wire
Beacon Roofing Supply, Inc. (Nasdaq: BECN) (“Beacon” or the
“Company”) announced today the pricing of its previously announced
private offering of $300.0 million aggregate principal amount of
its 4.500% senior secured notes due 2026 (the “2026 Senior Notes”).
The initial offering price to investors will be 100% of the
principal amount thereof. The offering is expected to close on
October 9, 2019, subject to customary closing conditions.
Beacon intends to use the net proceeds from the offering,
together with cash on hand and/or available borrowings under its
existing senior secured asset-based revolving credit facility, to
redeem all $300.0 million aggregate principal amount outstanding of
its 6.375% senior unsecured notes due 2023 (the “2023 Senior
Notes”) and pay related transaction premiums, accrued interest,
fees and expenses. Beacon today delivered a notice of redemption to
holders of the 2023 Senior Notes stating that the entire principal
amount of such notes will be redeemed on October 28, 2019, subject
to the satisfaction of certain conditions.
The 2026 Senior Notes will be offered only to qualified
institutional buyers under Rule 144A of the Securities Act of 1933,
as amended (the “Securities Act”), and to certain non-U.S. persons
in transactions outside the United States under Regulation S under
the Securities Act. The issuance and sale of the 2026 Senior Notes
and related subsidiary guarantees have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction, and the 2026 Senior Notes and related
subsidiary guarantees may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and other
applicable securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the 2026 Senior Notes. The 2026
Senior Notes offering is being made only by means of a private
offering memorandum and is not being made to any person in any
jurisdiction in which such offer, sale or solicitation is
unlawful.
Forward-Looking
Statements
This press 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. These forward-looking statements relate to, among
other things, expectations regarding the closing of the 2026 Senior
Notes offering and the use of proceeds therefrom. 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 filings with the U.S.
Securities and Exchange Commission. In addition, 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
Founded in 1928, Beacon Roofing Supply is the largest publicly
traded distributor of residential and commercial roofing materials
and complementary building products in North America, operating
over 500 branches throughout all 50 states in the U.S. and 6
provinces in Canada.
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version on businesswire.com: https://www.businesswire.com/news/home/20190925005909/en/
Beacon Roofing Supply, Inc. Joseph Nowicki, Executive VP &
CFO 571-323-3939 Joseph.Nowicki@becn.com
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