Beacon Announces Pricing of Secondary Offering of 5,218,134 Shares of Common Stock

Rhea-AI Summary

Beacon (BECN) announced the pricing of a secondary public offering of 5,218,134 shares of Beacon's common stock by an entity affiliated with CD&R Boulder Holdings, L.P. RBC Capital Markets is the sole underwriter, with the offering expected to close on January 22, 2024. The selling stockholder will receive all net proceeds, and Beacon will not receive any proceeds from the offering. The last reported sale price on the Nasdaq Global Select Market of Beacon common stock on January 18, 2024 was $84.21 per share.

Market Research Analyst

The secondary public offering of Beacon's shares by CD&R Boulder Holdings represents a liquidity event for the selling shareholder, rather than a capital-raising activity for the company itself. Stakeholders should note that the market may react to the increased availability of shares, which could potentially influence Beacon's stock price. The lack of direct financial benefit to Beacon, coupled with the bearing of associated sale costs, might be perceived negatively by investors. However, the sale does not dilute existing shareholders since the total number of shares remains unchanged.

It's important to consider the historical performance of Beacon's stock and the broader market conditions at the time of the offering. The last reported sale price provides a benchmark for investors, but the final impact on the stock's performance will depend on the execution of the sale and the market's reception of the additional shares.

Financial Analyst

From a financial perspective, the transaction is noteworthy as it indicates a complete exit by CD&R Boulder Holdings from its position in Beacon. This could signal a strategic shift or a reallocation of capital by the selling shareholder. Investors should evaluate the underlying reasons for the sale and whether it aligns with their understanding of Beacon's financial health and future prospects.

Additionally, the role of RBC Capital Markets as the sole underwriter suggests confidence in their ability to manage the offering effectively. The terms of the offering, such as underwriting discounts and the method of sale, could have a material impact on the final proceeds received by the selling stockholder and the perceived value of Beacon's stock.

Securities Legal Expert

Legally, the transaction is being executed under a shelf registration statement, which allows for a more expedited process in selling securities. This flexibility is beneficial for the selling shareholder but requires investors to closely review the prospectus and prospectus supplement for any material information that could affect their investment decision. The legal framework ensures transparency and regulatory compliance, which is critical for maintaining market integrity.

Investors should be aware that the selling shareholder's complete divestiture might lead to questions about insider confidence in the company's future. However, it is also common for investment entities to divest holdings as part of their portfolio management strategies, independent of company performance.

HERNDON, Va., Jan. 18, 2024 /PRNewswire/ -- Beacon (NASDAQ: BECN) ("Beacon") announced today the pricing of the previously announced underwritten secondary public offering of 5,218,134 shares of Beacon's common stock by CD&R Boulder Holdings, L.P., an entity affiliated with Clayton, Dubilier & Rice, LLC. RBC Capital Markets is acting as the sole underwriter in the registered public offering of these shares. The offering is expected to close on January 22, 2024, subject to the satisfaction of customary closing conditions.

The selling stockholder will receive all of the net proceeds from this offering and will hold no shares of Beacon common stock after the completion of the offering. No shares are being sold by Beacon, and the total number of Beacon's shares outstanding will not change as a result of the offering. Beacon will not receive any proceeds from the sale of shares by the selling stockholder, however, Beacon will bear the costs associated with the sale of such shares, other than any underwriting discounts and commissions and certain other expenses of the selling stockholder.

The last reported sale price on the Nasdaq Global Select Market of Beacon common stock on January 18, 2024 was $84.21 per share. RBC Capital Markets proposes to offer for sale the shares of Beacon common stock from time to time in one or more transactions on the Nasdaq Global Select Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part.

The offering of these shares is being conducted as a public offering pursuant to Beacon's effective shelf registration statement on Form S-3ASR under the Securities Act of 1933, as amended. The proposed offering is being made only by means of a prospectus and prospectus supplement that forms a part of the effective registration statement relating to the offering. Information about the offering is available in the preliminary prospectus supplement filed with the U.S. Securities and Exchange Commission (the "SEC"). Copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, New York 10281, or by telephone at (877) 822-4089, or by email at equityprospectus@rbccm.com, or by visiting the SEC's website located at www.sec.gov. You should read the prospectus supplement and the accompanying prospectus and other documents Beacon has filed with the SEC for more complete information about Beacon and this offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 

Forward-Looking Statements

This press release contains information about management's view of Beacon's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, those set forth in the "Risk Factors" section of Beacon's latest Form 10-K and subsequent filings with the SEC. In addition, the forward-looking statements included in this press release represent Beacon's views as of the date of this press release and these views could change. However, while Beacon may elect to update these forward-looking statements at some point, Beacon specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing Beacon's views as of any date subsequent to the date of this press release.

About Beacon

Founded in 1928, Beacon is a Fortune 500, publicly traded distributor of building products, including roofing materials and complementary products, such as siding and waterproofing. The company operates over 500 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of nearly 100,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon offers its own private label brand, TRI-BUILT®, and has a proprietary digital account management suite, Beacon PRO+, which allows customers to manage their businesses online. Beacon's stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visit www.becn.com.

INVESTOR CONTACT
Binit Sanghvi
VP, Capital Markets and Treasurer
Binit.Sanghvi@becn.com
972-369-8005

MEDIA CONTACT
Jennifer Lewis
VP, Communications and Corporate Social Responsibility
Jennifer.Lewis@becn.com
571-752-1048

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SOURCE Beacon Roofing Supply, Inc.

What is the ticker symbol for Beacon?

The ticker symbol for Beacon is BECN.

How many shares are being offered in the secondary public offering?

5,218,134 shares of Beacon's common stock are being offered.

When is the expected closing date of the offering?

The offering is expected to close on January 22, 2024.

Who will receive the net proceeds from the offering?

The selling stockholder will receive all of the net proceeds from this offering.

What was the last reported sale price of Beacon's common stock on the Nasdaq Global Select Market on January 18, 2024?

The last reported sale price was $84.21 per share.