UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2024 (
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Term Loan Credit Agreement Amendment
On February 9, 2024, Core & Main LP, a wholly owned subsidiary of Core & Main, Inc. (“Core & Main”), entered into a Third Amendment (the “Third Amendment”) to its existing Term Loan Credit Agreement, dated as of August 1, 2017, as amended by the Lender Joinder Agreement, dated as of July 8, 2019, the First Amendment to Term Loan Credit Agreement, dated as of July 27, 2021, and the Second Amendment to Term Loan Credit Agreement, dated as of February 26, 2023 (as amended, the “Term Loan Credit Agreement”), by and among Core & Main, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the several banks and other financial institutions from time to time party thereto, in order to, among other things, (i) enter into a new $750 million incremental seven-year term loan facility (the “New Term Loan Facility”) and (ii) amend the Term Loan Credit Agreement to the extent necessary or appropriate to reflect the incurrence of the New Term Loan Facility and corresponding obligations.
The New Term Loan Facility bears annual interest at a floating rate measured by reference to, at Core & Main’s option, either (i) a secured overnight financing rate, or “SOFR” (subject to a floor of 0.00%) plus an applicable margin of 2.25% per annum, or (ii) an alternate base rate plus an applicable margin of 1.25% per annum. The New Term Loan Facility amortizes in nominal quarterly installments equal to 0.25% of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the New Term Loan Facility on February 9, 2031. Proceeds of the New Term Loan Facility were used or may be used in the future to, among other things, (a) repay total outstanding borrowings under the ABL Facility, (b) invest in organic growth and productivity initiatives, M&A, share repurchases or other initiatives aligned with Core & Main’s capital allocation strategy and (c) pay related fees, premiums and expenses.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
ABL Credit Agreement Amendment
On February 9, 2024, Core & Main entered into Amendment No. 5 (“Amendment No. 5”) to its existing ABL Credit Agreement, dated as of August 1, 2017, as amended by Amendment No. 1 to the ABL Credit Agreement, dated as of July 8, 2019, Amendment No. 2 to the ABL Credit Agreement, dated as of May 4, 2020, Amendment No. 3 to the ABL Credit Agreement, dated as of July 27, 2021, and Amendment No. 4, dated as of July 29, 2022 (as amended, the “ABL Credit Agreement”), by and among Core & Main, the subsidiary borrowers from time to time party thereto, Citibank, N.A., as administrative agent and collateral agent, and the several banks and other financial institutions from time to time party thereto, in order to, among other things, (i) extend the maturity of the asset-based revolving credit facility (the “ABL Facility”) from July 27, 2026 to February 9, 2029, and (ii) amend the ABL Credit Agreement to the extent necessary or appropriate to reflect the extension of the amended maturity of the ABL Facility. Core & Main and, at its option, certain of its subsidiaries are the borrowers under the ABL Facility. As of February 9, 2024, there were no subsidiary borrowers under the ABL Facility.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to Amendment No. 5, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
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| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 concerning Core & Main’s direct financial obligations under the Third Amendment and Amendment No. 5 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 13, 2024 | CORE & MAIN, INC. | |||||
| By: | /s/ Mark G. Whittenburg | |||||
| Name: Mark G. Whittenburg | ||||||
| Title: General Counsel and Secretary | ||||||
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