S-1MEF

As filed with the Securities and Exchange Commission on November 29, 2016

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SiteOne Landscape Supply, Inc.

(Exact name of registrant as specified in its charter)

Delaware	5040	36-4485550
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

300 Colonial Center Parkway, Suite 600

Roswell, Georgia 30076

(470) 277-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Briley Brisendine

Executive Vice President, General Counsel and Secretary

SiteOne Landscape Supply, Inc.

300 Colonial Center Parkway, Suite 600

Roswell, Georgia 30076

(470) 277-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

Peter J. Loughran, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 (212) 909-6000 John C. Ericson, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-214628

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒  (Do not check if a smaller reporting company)	Smaller reporting company	☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price Per Share(1)(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common stock, $0.01 par value per share	1,150,000	$33.00	$37,950,000	$4,399

(1) Includes shares/offering price of shares that may be sold upon exercise of the underwriters’ option to purchase additional shares.

(2) This amount represents the proposed maximum aggregate offering price of the securities registered hereunder. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed by SiteOne Landscape Supply, Inc. (the “Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to register an additional number of shares of the Company’s common stock, par value $0.01 per share. The Company hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-214628), as amended (including the exhibits thereto), declared effective on November 29, 2016 by the U.S. Securities and Exchange Commission (the “Commission”).

CERTIFICATION

The Company hereby certifies to the Commission that (i) it has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account as soon as practicable (but no later than the close of business on November 30, 2016), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) it will confirm receipt of such instructions by its bank during regular business hours on November 30, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SiteOne Landscape Supply, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roswell, State of Georgia on November 29, 2016.

SITEONE LANDSCAPE SUPPLY, INC.
By:	/s/ Briley Brisendine
Name:	Briley Brisendine
Title:	Executive Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 29, 2016 by the following persons in the capacities indicated.

Signature	Title
*	Director, Chairman of the Board
Paul S. Pressler
*	Director, Chief Executive Officer (Principal Executive Officer)
Doug Black
*	Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer)
John T. Guthrie
*	Director
William W. Douglas, III
*	Director
Kenneth A. Giuriceo
*	Director
Jeri L. Isbell
*	Director
John Lagemann
*	Director
Wes Robinson
*	Director
David H. Wasserman
*	Director
Jack L. Wyszomierski

*By:	/s/ Briley Brisendine
	Briley Brisendine
	as Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Exhibit Description
5.1	Opinion of Debevoise & Plimpton LLP (filed as Exhibit 5.1 to the Registration Statement on Form S-1 of the Company (File No. 333-214628) and incorporated herein by reference).
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Debevoise & Plimpton LLP (included in their opinion filed as Exhibit 5.1 to the Registration Statement on Form S-1 of the Company (File No. 333-214628) and incorporated herein by reference).
24.1	Powers of Attorney (contained on the signature pages to the Registration Statement on Form S-1 of the Company (File No. 333-214628) and incorporated herein by reference).

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of our report dated April 18, 2016 (May 2, 2016 as to Note 16, and as to the effects of the common stock split discussed in Note 17) relating to the consolidated balance sheets of SiteOne Landscape Supply, Inc. and subsidiaries (the “Company”) as of January 3, 2016, and December 28, 2014, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for the year ended January 3, 2016, December 28, 2014, and the period from December 23, 2013 to December 29, 2013 (Successor Company), and the related combined statements of operations, comprehensive income (loss), equity, and cash flows of John Deere Landscapes LLC, and affiliated entity LESCO, Inc., for the period from December 31, 2012 to December 22, 2013 (Predecessor Company) (collectively, the consolidated financial statements and combined financial statements for all periods referenced above, are herein referred to as the “financial statements”) and financial statement schedule (which report expresses an unqualified opinion and includes an explanatory paragraph that describes that the predecessor company financial statements have been prepared from the separate records maintained by the Company and Deere & Company, as discussed in Note 1 to the financial statements) appearing in the Prospectus, which is part of the Registration Statement on Form S-1 (File No. 333-214628).

We also consent to the incorporation by reference of the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

November 29, 2016