HERNDON, Va.--(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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170920006371/en/
Beacon Roofing Supply, Inc.
Joseph Nowicki, 571-323-3940
Executive
VP & CFO
JNowicki@becn.com
Source: Beacon Roofing Supply, Inc.
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