Beacon Roofing Supply Announces Senior Notes Offering in Connection with its Acquisition of Allied Building Products Corp.
October 10 2017 - 2:56PM
Business Wire
Beacon Roofing Supply, Inc. (NASDAQ: BECN) (“Beacon”) announced
today a private offering (by a newly formed wholly-owned
subsidiary) of $1.3 billion aggregate principal amount of senior
notes due 2025 (the “notes”) in connection with the previously
announced acquisition (the “Allied Acquisition”) of Allied Building
Products Corp. (“Allied”). The notes offering is subject to market
and other conditions, and there is no assurance that the offering
will be completed or, if completed, as to the terms on which it
will be completed.
Concurrently with the closing of the offering, the net proceeds
from the offering, along with certain additional funds, will be
deposited in a segregated escrow account. Following the release of
proceeds from escrow upon satisfaction of the escrow conditions,
Beacon expects to use the net proceeds from the notes offering,
together with the net proceeds from its recently completed
underwritten public common stock offering, the previously announced
committed convertible preferred equity financing from an entity
affiliated with the investment firm Clayton, Dubilier & Rice
LLC, and borrowings under Beacon’s anticipated new senior secured
credit facilities, to finance the Allied Acquisition, refinance
certain of Beacon’s existing indebtedness and pay related fees and
expenses. The Allied Acquisition is expected to close on January 2,
2018, subject to the satisfaction of customary closing conditions,
and Beacon cannot guarantee that the Allied Acquisition will be
completed on or about such date, or at all.
If the Allied Acquisition is not completed, the notes will be
redeemed. Upon consummation of the Allied Acquisition, the escrow
issuer will be merged with and into Beacon (the “Escrow Merger”),
and the notes will be guaranteed, on an unsecured senior basis, by
certain of Beacon’s and Allied’s subsidiaries.
The 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 notes and, from and after the
Escrow Merger, the related 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 notes and related 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 notes. The 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 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/20171010006575/en/
Beacon Roofing Supply, Inc.Joseph Nowicki, Executive VP &
CFO571-323-3940JNowicki@becn.com
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