Form 8-K BEACON ROOFING SUPPLY For: Jul 17

On July 17, 2023, Beacon Roofing Supply, Inc., as issuer (the “Company”) and Beacon Sales Acquisition, Inc., a direct wholly owned subsidiary of the Company, as guarantor (the “Guarantee”) entered into a purchase agreement (the “Agreement of Sale ’) with JP Morgan Securities LLC representing the multiple initial purchasers named therein (the “Initial Purchasers”), pursuant to which the Company has agreed to sell aggregate principal amount of $600.0 million of 6,500% Senior Secured Notes due 2030 (the “Notes”) and related subsidiary guarantee in a private offering. The offering of the Notes is expected to close on July 31, 2023 (the “Closing Date”), subject to customary closing conditions.

The Notes and related Subsidiary Guarantee are issued pursuant to an agreement dated as of the Closing Date between the Company, the Guarantor and US Bank Trust Company, National Association, as trustee and security agent.

The Company intends to use the net proceeds of the Offering, along with cash on hand and available borrowings under its senior secured asset-based revolving credit facility (ABL), to (i) complete the previously announced repurchase of all 400,000 shares outstanding in the Series A cumulative convertible, participating preferred stock (the “Series A Preferred Stock”) held by an affiliate of Clayton, Dubilier & Rice, LLC for an aggregate cash consideration of $804.5 million, (ii) pay all accrued and unpaid dividends thereon Purchase shares of Series A Preferred Stock at the Repurchase Date and (iii) pay all related transaction fees and costs. It is currently anticipated that the repurchase of the Series A Preferred Stock will be completed on or immediately after the Closing Date.

The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Guarantor. In addition, the Company and the Guarantor have agreed to indemnify the original purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to any payment that the original purchasers may be required to make with regard to these liabilities. In addition, the Company and the Guarantor have agreed with the initial purchasers not to offer or sell any Debt Instruments issued or guaranteed by the Company or the Guarantor without the prior written consent of JP Morgan Securities LLC for a period of 90 days from the date of the Purchase Agreement.

The Notes and the associated collateral guarantee are only being offered to certain persons who are reasonably believed to be qualified institutional purchasers under Rule 144A of the Securities Act non-US Persons in transactions outside the United States under Regulation S of the Securities Act. The issuance and sale of the Notes and the related subsidiary guarantee 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 the related subsidiary guarantee may not be offered or sold in the United States, provided there is no registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.

The foregoing description of the Purchase Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Appendix 10.1 to this Agreement and which is incorporated herein by reference.

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