Item 1.01 Entry into a Material Definitive Agreement
Issuance of 4.125% Senior Notes due 2029
On
The Notes and related subsidiary guarantee were offered and sold in a private
transaction exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), to persons reasonably believed to be
qualified institutional buyers in accordance with Rule 144A under the Securities
Act and to non-
The Company intends to use the net proceeds from the offering, together with
cash on hand and available borrowings under its proposed New Senior Secured
Credit Facilities (as defined below), to (i) redeem, repay, retire and discharge
in full all
Indenture
The terms of the Notes and related subsidiary guarantee are governed by an
indenture, dated as of the Closing Date (the "Indenture"), among the Company, as
issuer,
Interest and Maturity. The Notes bear interest at a rate of 4.125% per annum and
mature on
Guarantee. The Company's obligations under the Notes are jointly and severally and fully and unconditionally guaranteed by the Guarantor and any future domestic restricted subsidiaries of the Company that guarantee the Company's obligations under the A&R Term Loan Facility or that incur or guarantee any capital market indebtedness, subject to certain exceptions set forth in the Indenture.
Covenants. The Indenture contains restrictive covenants that limit the ability
of the Company and its restricted subsidiaries to, among other things, incur (or
guarantee) additional indebtedness or issue certain preferred stock; pay
dividends, redeem stock or make other distributions; make certain investments or
certain other restricted payments; create restrictions on the ability of the
Company's restricted subsidiaries to pay dividends or make other payments to the
Company; create certain liens; transfer or sell certain assets; merge or
consolidate; enter into certain transactions with the Company's affiliates; and
designate subsidiaries of the Company as unrestricted subsidiaries. Certain of
these covenants will be suspended if and for so long as the Notes have
investment grade ratings from any two of
Events of Default. The Indenture provides for events of default (subject in certain cases to customary grace and cure periods) which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the Indenture, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 30% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all of the Notes to be due and payable immediately.
Optional Redemption and Offer to Repurchase. The Company may redeem the Notes,
in whole or in part, at any time and from time to time prior to
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may also redeem the Notes, in whole or in part, at any time and from time to
time on or after
No Registration Rights or Listing. The Notes and related subsidiary guarantee do not have the benefit of any registration rights. The Notes will not be listed on any securities exchange.
The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the actual Indenture and form of Notes, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofMay 10, 2021 , by and amongBeacon Roofing Supply, Inc. , the subsidiary guarantor party thereto, andU.S. Bank National Association , as trustee. 4.2 Form of 4.125% Senior Notes due 2029 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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