Item 1.01 Entry into a Material Definitive Agreement

New Senior Secured Credit Facilities

On May 19, 2021 (the "Closing Date"), Beacon Roofing Supply, Inc. ("Beacon" or the "Company") entered into (i) an amended and restated term loan credit agreement (the "Term Loan Credit Agreement") with Citibank, N.A., as administrative agent and collateral agent, the Company, as borrower, and the lenders from time to time party thereto, providing for a senior secured term loan B facility with an initial commitment of $1.00 billion (the "Term Loan Facility") and (ii) a second amended and restated credit agreement (the "ABL Credit Agreement" and, together with the Term Loan Credit Agreement, the "New Credit Agreements") with Wells Fargo Bank, N.A. as administrative agent and collateral agent, certain subsidiaries of the Company as borrowers, the Company and certain of its subsidiaries as guarantors, and the lenders and financial institutions from time to time party thereto, providing for a senior secured asset-based revolving credit facility with an initial commitment of $1.30 billion (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "New Senior Secured Credit Facilities").

Interest. The interest rates applicable to borrowings under the Term Loan Facility and the Revolving Credit Facility are based on a fluctuating rate of interest measured by reference to either, at the Company's option, (i) a base rate, plus an applicable margin, or (ii) a reserve-adjusted London Interbank Offered Rate ("LIBOR"), plus an applicable margin (or, in the case of Revolving Credit Facility borrowings denominated in Canadian dollars, the Canadian dollar bankers' acceptances rate).

The applicable margin for the Term Loan Facility ranges, depending on Beacon's consolidated total leverage ratio (consolidated total indebtedness to consolidated EBITDA, each as defined in the Term Loan Credit Agreement), from 1.25% to 1.50% per annum in the case of base rate borrowings and 2.25% to 2.50% per annum in the case of LIBOR borrowings. The applicable margin for Revolving Credit Facility borrowings will be based on the Company's quarterly average excess availability as determined by reference to a borrowing base and ranges from 0.25% to 0.75% per annum in the case of base rate borrowings and 1.25% to 1.75% per annum in the case of LIBOR borrowings.

Repayments. In connection with the Term Loan Facility, Beacon must make scheduled quarterly principal payments of $2,500,000, with the balance of the principal due on the seventh anniversary of the Closing Date.

Prepayments. Subject to certain exceptions, the Term Loan Facility is subject to mandatory prepayments, including the amount equal to: (i) 100% of the net cash proceeds from issuances or the incurrence of debt for borrowed money by the Company or any of its restricted subsidiaries (other than certain indebtedness permitted by the Term Loan Facility); (ii) 100% (with stepdowns to 50% and 0% based upon achievement of specified consolidated secured leverage ratios (consolidated secured indebtedness to consolidated EBITDA, each as defined in the Term Loan Credit Agreement)) of the net cash proceeds from all non-ordinary course asset sales or other dispositions of property (including as a result of the sale of equity securities of any subsidiary of the Company to a third-party) by the Company or any of the restricted subsidiaries in excess of a certain amount and subject to customary reinvestment provisions and certain other exceptions (including with regard to ABL Priority Collateral (as defined below)); (iii) 100% of the net cash proceeds from insurance and condemnation events of the Company or any of the restricted subsidiaries in excess of a certain amount and subject to customary reinvestment provisions and certain other exceptions; and (iv) 50% (with stepdowns to 25% and 0% based upon achievement of specified consolidated secured leverage ratios) of annual excess cash flow of the Company and its subsidiaries, commencing with the fiscal year of the Company ending on or about September 30, 2022 and subject to customary exceptions and limitations. Beacon may voluntarily prepay outstanding loans under the Term Loan Facility at any time subject to customary "breakage" costs with respect to LIBOR loans and subject to a prepayment premium of 1.00% in connection with certain repricing events that may occur within six months after the Closing Date.

The Revolving Credit Facility is required to be prepaid to the extent extensions of credit thereunder exceed the applicable borrowing base. In addition, if excess availability as determined by reference to a borrowing base falls below a specified threshold or if certain events of default occur under the Revolving Credit Facility, all cash proceeds of collateral pledged under the Revolving Credit Facility will be applied to repay the Revolving Credit Facility or secure certain obligations thereunder, subject to the right to reborrow thereafter under the Revolving Credit Facility. The borrowers may voluntarily repay and reborrow outstanding loans under the Revolving Credit Facility at any time without a premium or penalty, other than customary "breakage" costs with respect to LIBOR loans.

Maturity. The Term Loan Facility will mature seven years from the Closing Date. The Revolving Credit Facility will mature five years from the Closing Date.

Guarantee and Security. Borrowings under the Term Loan Facility are guaranteed by certain of the Company's existing and future domestic subsidiaries, subject to customary exceptions and limitations. Borrowings under the Revolving Credit Facility are guaranteed by the Company and certain of the Company's existing and future domestic subsidiaries; additionally, Beacon Canada, Inc. (a domestic subsidiary with no material assets other than stock in a foreign subsidiary) guarantees the obligations under the Revolving Credit Facility and Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, is a Canadian borrower under the Revolving Credit Facility but, in each case, do not guarantee borrowings under the Term Loan Facility. Borrowings under the Revolving Credit Facility by Canadian subsidiaries of the Company may also be guaranteed by

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certain non-U.S. subsidiaries of the Company, if any (and any such foreign subsidiary will not guarantee the borrowings under the Term Loan Facility).

The Revolving Credit Facility is secured by a first-priority lien over substantially all of the Company's and each guarantor's accounts, chattel paper, deposit accounts, books, records and inventory (as well as intangibles related thereto), subject to certain customary exceptions (the "ABL Priority Collateral") and a second-priority lien over substantially all of the Company's and each guarantor's other assets, including all of the equity interests of any subsidiary held by the Company or any guarantor, subject to certain customary exceptions (the "Non-ABL Priority Collateral"). The Term Loan Facility is secured by a shared first-priority lien on the Non-ABL Priority Collateral and a shared second-priority lien on the ABL Priority Collateral. . . .

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 8.01 Other Events




On May 19, 2021, the Company completed its previously announced redemption of all $1.30 billion in aggregate principal amount of its 4.875% senior unsecured notes due 2025 (the "2025 Senior Notes"). In accordance with the redemption provisions of the 2025 Senior Notes and that certain Indenture, dated as of October 25, 2017, between Beacon Escrow Corporation (the "Escrow Issuer") and U.S. Bank National Association, as trustee, as amended by that certain Supplemental Indenture, dated as of January 2, 2018 (the "Supplemental Indenture"), pursuant to which the Escrow Issuer issued the 2025 Senior Notes and the Company assumed the obligations of the Escrow Issuer under the 2025 Senior Notes and certain subsidiaries of the Company provided guarantees of the 2025 Senior Notes

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pursuant to the Supplemental Indenture, the 2025 Senior Notes were redeemed at a price equal to 102.438% of the principal amount, plus accrued and unpaid interest on the 2025 Senior Notes to, but excluding, the date of redemption.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



Exhibit
Number    Description
 10.1       Amended and Restated Term Loan Credit Agreement, dated May 19, 2021,
          by and among Beacon Roofing Supply, Inc., as borrower, Citibank, N.A.,
          as administrative agent and collateral agent, and the lenders from time
          to time party thereto  .
 10.2       Second Amended and Restated Credit Agreement, dated May 19, 2021, by
          and among Beacon Roofing Supply, Inc., as a guarantor, certain
          subsidiaries of Beacon Roofing Supply, Inc., party thereto as borrowers,
          and lenders from time to time party thereto and Wells Fargo Bank, N.A.,
          as administrative agent for the lenders  .
  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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