0001209191-18-011275.txt : 20180220
0001209191-18-011275.hdr.sgml : 20180220
20180220161150
ACCESSION NUMBER: 0001209191-18-011275
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180102
FILED AS OF DATE: 20180220
DATE AS OF CHANGE: 20180220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Investment Associates IX, Ltd.
CENTRAL INDEX KEY: 0001624514
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50924
FILM NUMBER: 18624699
BUSINESS ADDRESS:
STREET 1: MAPLES CORPORATE SERVICES LIMITED
STREET 2: UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY101194
BUSINESS PHONE: 345-949-8066
MAIL ADDRESS:
STREET 1: MAPLES CORPORATE SERVICES LIMITED
STREET 2: UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY101194
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Boulder Holdings, L.P.
CENTRAL INDEX KEY: 0001726960
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50924
FILM NUMBER: 18624698
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE
STREET 2: SOUTH CHURCH STREET
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 212-407-5200
MAIL ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLR
CITY: NEW YORK
STATE: NY
ZIP: 10152
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BEACON ROOFING SUPPLY INC
CENTRAL INDEX KEY: 0001124941
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030]
IRS NUMBER: 364173371
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 505 HUNTMAR PARK DRIVE
STREET 2: SUITE 300
CITY: HERNDON
STATE: VA
ZIP: 20170
BUSINESS PHONE: 571-323-3939
MAIL ADDRESS:
STREET 1: 505 HUNTMAR PARK DRIVE
STREET 2: SUITE 300
CITY: HERNDON
STATE: VA
ZIP: 20170
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2018-01-02
0
0001124941
BEACON ROOFING SUPPLY INC
BECN
0001624514
CD&R Investment Associates IX, Ltd.
C/O M+C CORPORATE SERVICES LIMITED
P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
GEORGE TOWN
E9
KY1-1104
CAYMAN ISLANDS
0
0
1
0
0001726960
CD&R Boulder Holdings, L.P.
C/O M+C CORPORATE SERVICES LIMITED
P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
GEORGE TOWN
E9
KY1-1104
CAYMAN ISLANDS
0
0
1
0
Series A Preferred Stock
41.26
Common Stock
9694619
I
By affiliate
The Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") of Beacon Roofing Supply, Inc. (the "Issuer") is convertible at any time at the option of the holder and has no expiration date.
The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Issuer's common stock (the "common stock") if at any time the common stock trading price exceeds 200% of the then-effective conversion price for at least 75 out of 90 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 6.0% per annum, payable in cash or in additional shares of Series A Preferred Stock, provided that, in the case of certain specified triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 9.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the common stock on an as-converted basis.
CD&R Boulder Holdings, L.P. ("CD&R Stockholder") directly owns 400,000 shares of Series A Preferred Stock, which are convertible into shares of the Issuer common stock at a price per share of $41.26, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event. CD&R Associates IX, Ltd., as the general partner of CD&R Stockholder may be deemed to beneficially own the shares of Series A Preferred Stock held by CD&R Stockholder.
CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of Series A Preferred Stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.
CD&R Investment Associates IX, Ltd., By: Theresa A. Gore, VP, Treas. and Asst. Sec.
2018-02-20
CD&R Boulder Holdings, L.P., By: CD&R Investment Associates IX, Ltd, general partner; By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.
2018-02-20