BEACON ROOFING SUPPLY INC : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Conclusion of a material definitive agreement

On April 23, 2021, Beacon Roofing Supply, Inc., as the issuer (the “Company”) and Beacon Sales Acquisition, Inc., the Company’s direct wholly-owned subsidiary, entered into a purchase agreement (the “Guarantor”) as the guarantor (the ” Purchase Agreement “) with BofA Securities, Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC as multiple initial buyers (the” Initial Buyers “) under which the Company has agreed to sell a total of $ 350.0 million of its 4.125% nominal value senior unsecured notes due 2029 (the “Notes”) and the related subsidiary guarantee in a private offering. The offering of the Notes is expected to close on May 10, 2021 (the “Close Date”) subject to customary closing conditions.

The Notes and the related subsidiary guarantee will be issued in accordance with an Indenture to be dated on the Effective Date (the “Indenture”) by and between the Company, the Guarantor and the US Bank National Association as trustee.

The Company intends to use the net proceeds of the Offering along with the cash on hand and available credit under its proposed new amended and adjusted senior secured credit facilities to (i) repay all of the total principal of $ 1.3 billion, in retire and fully relieve the outstanding amount of its 4.875% Senior Unsecured Notes due 2025, (ii) repay all outstanding loans under the existing Senior Secured Term Loan Facility “B” and (iii) pay all related premiums, accrued interest, Fees and expenses related to the foregoing.

The purchase contract contains the usual representations, warranties and agreements of the company and the guarantor. In addition, the Company and the Guarantor have agreed to indemnify or contribute to certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), of first-time buyers, or to assist in making payments that first-time buyers may be required to make in relation to these liabilities. In addition, the Company and the Guarantor have agreed with the initial purchasers not to offer or sell any debt securities issued or guaranteed by the Company or the Guarantor for a period of 90 days from the date of the purchase agreement without the prior written consent of the Company or the Guarantor Securities, Inc.

The Notes and the related subsidiary guarantee will only be offered to persons believed to be qualified institutional buyers under Rule 144A of the Securities Act and certain non-U.S. Persons in transactions outside of the United States under Regulation S of the Securities Act. The issue and sale of the Notes and the related subsidiary guarantee have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Notes and the related subsidiary guarantee may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.

The above description of the sales contract does not claim to be complete and is qualified in its entirety by reference to the full text of the sales contract, a copy of which is attached as Annex 10.1 and to which reference is hereby expressly made.

Item 8.01 Other events

On April 23, 2021, the Company issued a press release under Rule 135c, which was issued under the Securities Act, announcing the pricing of the bond offering. A copy of the press release is attached as Appendix 99.1 and is hereby incorporated by reference.

This current report on Form 8-K (and the associated exhibits) does not constitute an offer to sell or the solicitation of an offer to buy the Notes and does not constitute an offer, solicitation or sale in any jurisdiction in which such Offer is solicitation or sale would be illegal.

Item 9.01 Annual financial statements and exhibits

(d) Exhibits Description of exhibit number 10.1 Purchase agreement dated April 23, 2021 by and between Beacon Roofing Supply, Inc., Beacon Sales Acquisition, Inc. and BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC. 99.1 Beacon Roofing Supply, Inc. press release dated April 23, 2021. 104 Interactive cover sheet data file (embedded in the inline XBRL document).

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