UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On March 28, 2024, Beacon Roofing Supply, Inc. (the “Company”) entered into Amendment No. 3 to the Amended and Restated Term Loan Credit Agreement, by and among the Company, as borrower, Beacon Sales Acquisition, Inc., as guarantor, Citibank, N.A., as administrative agent, and the lenders party thereto (“Amendment No. 3”). Amendment No. 3 further amended the Company’s existing amended and restated senior secured term loan B facility (the “Term Loan Credit Facility”), entered into on May 19, 2021, as amended from time to time, which consisted of an original aggregate principal amount of $1.0 billion.
Amendment No. 3 provides for the refinancing of all outstanding term loans under the Term Loan Credit Facility by, among other things, increasing the aggregate principal amount of outstanding term loans to $1.275 billion and reducing the interest rate to a rate per annum equal to Term SOFR with a 0.00% floor, plus a margin equal to 2.00%.
Except as amended by Amendment No. 3, the remaining terms of the Term Loan Credit Facility remain in full force and effect.
Certain of the lenders under the Term Loan Credit Facility as amended by Amendment No. 3 and their affiliates have engaged in, and may in the future engage in, investment banking, commercial lending and other commercial dealings in the ordinary course of business with the Company or the Company’s affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in all respects by reference to the full text of the Amendment No. 3 and the Term Loan Credit Facility (included as Exhibit A to the Amendment No. 3), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and 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 regarding the Term Loan Credit Facility and Amendment No. 3 set forth above under Item 1.01 of this Current Report, and the related Exhibit 10.1 with a copy of Amendment No. 3 are hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Index
| Exhibit | ||
| Number | Description | |
| 10.1 | Amendment No. 3 to Amended and Restated Term Loan Credit Agreement, dated as of March 28, 2024, by and among the Company, as borrower, Beacon Sales Acquisition, Inc., as guarantor, Citibank, N.A., as administrative agent, and the lenders party thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEACON ROOFING SUPPLY, INC. | ||||||
| Date: March 28, 2024 | By: | /s/ Carmelo Carrubba | ||||
| Carmelo Carrubba | ||||||
| Interim Chief Financial Officer | ||||||