0001209191-24-001481.txt : 20240111
0001209191-24-001481.hdr.sgml : 20240111
20240111182957
ACCESSION NUMBER: 0001209191-24-001481
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240110
FILED AS OF DATE: 20240111
DATE AS OF CHANGE: 20240111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Investment Associates X, Ltd.
CENTRAL INDEX KEY: 0001759120
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 24530223
BUSINESS ADDRESS:
STREET 1: CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
BUSINESS PHONE: 212 407 5200
MAIL ADDRESS:
STREET 1: CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Waterworks Holdings GP, Ltd.
CENTRAL INDEX KEY: 0001871834
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 24530219
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE, 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 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Waterworks Holdings, L.P.
CENTRAL INDEX KEY: 0001871833
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 24530220
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE, 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 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Waterworks Holdings, LLC
CENTRAL INDEX KEY: 0001874292
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 24530217
BUSINESS ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
BUSINESS PHONE: 212-407-5200
MAIL ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Fund X-A Waterworks B, L.P.
CENTRAL INDEX KEY: 0001871835
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 24530221
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE, 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 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Fund X Waterworks B1, L.P.
CENTRAL INDEX KEY: 0001871836
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 24530222
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE, 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 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Fund X Advisor Waterworks B, L.P.
CENTRAL INDEX KEY: 0001871837
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40650
FILM NUMBER: 24530218
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE, 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 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Core & Main, Inc.
CENTRAL INDEX KEY: 0001856525
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 863149194
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
BUSINESS PHONE: 314-432-4700
MAIL ADDRESS:
STREET 1: 1830 CRAIG PARK COURT
CITY: ST. LOUIS
STATE: MO
ZIP: 63146
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2024-01-10
0
0001856525
Core & Main, Inc.
CNM
0001759120
CD&R Investment Associates X, Ltd.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001871836
CD&R Fund X Waterworks B1, L.P.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001871835
CD&R Fund X-A Waterworks B, L.P.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001871833
CD&R Waterworks Holdings, L.P.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001871834
CD&R Waterworks Holdings GP, Ltd.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001871837
CD&R Fund X Advisor Waterworks B, L.P.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0001874292
CD&R Waterworks Holdings, LLC
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK
NY
10152
0
0
1
0
0
Class A Common Stock
2024-01-10
4
S
0
75847
38.12
D
113429
I
By Affiliate
Class A Common Stock
2024-01-10
4
S
0
11017766
38.12
D
17311795
I
By Affiliate
Class A Common Stock
2024-01-10
4
S
0
991289
38.12
D
1557572
I
By Affiliate
Class A Common Stock
2024-01-10
4
C
0
7465098
0.00
A
7465098
I
By Affiliate
Class A Common Stock
2024-01-10
4
S
0
7465098
38.12
D
0
I
By Affiliate
Class A Common Stock
2024-01-10
4
S
0
19043
38.12
D
94386
I
By Affiliate
Class A Common Stock
2024-01-10
4
S
0
2850243
38.12
D
14461552
I
By Affiliate
Class A Common Stock
2024-01-10
4
S
0
256442
38.12
D
1301130
I
By Affiliate
Class A Common Stock
2024-01-10
4
J
0
334556
0.00
D
14126996
I
By Affiliate
Class A Common Stock
2024-01-10
4
J
0
30101
0.00
D
1271029
I
By Affiliate
Class B Common Stock and Limited Partnership Interests
2024-01-10
4
C
0
7465098
0.00
D
Class A Common Stock
7465098
11163948
I
By Affiliate
Class B Common Stock and Limited Partnership Interests
2024-01-10
4
S
0
1874272
38.12
D
Class A Common Stock
1874272
9289676
I
By Affiliate
Represents securities held by CD&R Fund X Advisor Waterworks B, L.P. ("Fund X Advisor B").
CD&R Waterworks Holdings GP, Ltd. ("CD&R Waterworks Holdings GP"), as the general partner of each of Fund X Advisor B, Fund X B1 (as defined below) and Fund X-A B (as defined below) (collectively, the "CD&R Blocker Fund AIVs"), CD&R Associates X Waterworks, L.P. ("CD&R Associates X"), as the sole shareholder of CD&R Waterworks Holdings GP, and CD&R Investment Associates X, Ltd. ("CD&R Investment Associates"), as the general partner of CD&R Associates X, may be deemed to beneficially own the securities held by the CD&R Blocker Fund AIVs. Each of CD&R Waterworks Holdings GP, CD&R Associates X and CD&R Investment Associates expressly disclaims beneficial ownership of the securities held by the CD&R Blocker Fund AIVs, except to the extent of its pecuniary interest therein.
Represents securities held by CD&R Fund X Waterworks B1, L.P. ("Fund X B1").
Represents securities held by CD&R Fund X-A Waterworks B, L.P. ("Fund X-A B").
On January 10, 2024, 7,465,098 limited partner interests of Core & Main Holdings, LP ("Partnership Interests") held directly by the reporting person, together with the retirement of a corresponding number of shares of Class B common stock of the Issuer, were exchanged for shares of Class A common stock of the Issuer on a one-for-one basis pursuant to an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement").
Represents securities held by CD&R Waterworks Holdings, LLC ("Waterworks Holdings").
CD&R Waterworks Holdings, L.P. ("Waterworks Holdings, L.P."), as the sole member and manager of Waterworks Holdings, CD&R Waterworks Holdings GP, as the general partner of Waterworks Holdings, L.P., CD&R Associates X, as the sole shareholder of CD&R Waterworks Holdings GP, and CD&R Investment Associates, as the general partner of CD&R Associates X, may be deemed to beneficially own the securities held by Waterworks Holdings. Each of Waterworks Holdings, L.P., CD&R Waterworks Holdings GP, CD&R Associates X and CD&R Investment Associates expressly disclaims beneficial ownership of the securities held by Waterworks Holdings, except to the extent of its pecuniary interest therein.
Represents a purchase of Class A common stock of the Issuer by the Issuer at $38.120 per share, the same price per share paid by the underwriter to the reporting person in the concurrent underwritten offering.
On January 10, 2024, Fund X B1 and Fund X-A B distributed 334,556 and 30,101 shares of Class A common stock, respectively, to certain investment professionals who are direct and indirect limited partners of CD&R Investment Associates, the general partner of each limited partner of Fund X B1 and Fund X-A B, who will make charitable contributions of such shares.
Pursuant to the terms of the Exchange Agreement, Partnership Interests, together with the retirement of a corresponding number of shares of Class B common stock of the Issuer, held by the reporting person are exchangeable at the discretion of the reporting person for shares of the Issuer's Class A common stock on a one-for-one basis, or, at the election of a majority of the disinterested members of the Issuer's board of directors, for cash from a substantially concurrent public offering or private sale (based on the price of the Issuer's Class A common stock sold in such public offering or private sale), net of any underwriting discounts and commissions, for each partnership interest exchanged, subject to certain exceptions, conditions and adjustments, and have no expiration date.
Represents a redemption of Partnership Interests by Core & Main Holdings, LP at $38.120 per share, the same price per share of Class A common stock of the Issuer paid by the underwriter to the reporting person in the concurrent underwritten offering. In connection with the redemption, the Issuer repurchased a corresponding number of shares of Class B common stock of the Issuer from the reporting person for no additional consideration.
CD&R Investment Associates X, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary
2024-01-11
CD&R Fund X Waterworks B1, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary
2024-01-11
CD&R Fund X-A Waterworks B, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary
2024-01-11
CD&R Waterworks Holdings, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary
2024-01-11
CD&R Waterworks Holdings GP, Ltd.; by: /s/ Rima Simson, Vice President, Treasurer & Secretary
2024-01-11
CD&R Fund X Advisor Waterworks B, L.P.; by: CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary
2024-01-11
CD&R Waterworks Holdings, LLC; by CD&R Waterworks Holdings, L.P., the Manager; by CD&R Waterworks Holdings GP, Ltd., the GP; by: /s/ Rima Simson, Vice President, Treasurer & Secretary
2024-01-11