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): June 12, 2023
(
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class |
Trading |
Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
Purchase and Redemption Agreement
On June 12, 2023, Core & Main, Inc., a Delaware corporation (the “Company”), completed a purchase and redemption, as the case may be, from the Selling Stockholders (as defined below) of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”) and partnership interests of the Company’s subsidiary Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”) (together with a corresponding number of shares of Class B common stock, par value $0.01 per share (the “Class B Common Stock”)) pursuant to a purchase and redemption agreement, dated as of June 6, 2023 (the “Purchase and Redemption Agreement”), with Holdings, CD&R Fund X Advisor Waterworks B, L.P. (“Fund X Advisor”), CD&R Fund X Waterworks B1, L.P. (“Fund X Waterworks B1”), CD&R Fund X-A Waterworks B, L.P. (“Fund X-A” and, collectively with Fund X Advisor and Fund X Waterworks B1, the “Class A Selling Stockholders”) and CD&R Waterworks Holdings, LLC (the “Paired Interest Selling Stockholder,” and, together with the Class A Selling Stockholders, the “Selling Stockholders”).
The foregoing description of the Purchase and Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase and Redemption Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Underwriting Agreement
On June 7, 2023, Core & Main, Inc. (the “Company”), Core & Main Holdings, LP, investment funds associated with Clayton, Dubilier & Rice, LLC (with the investment funds collectively referred to as the “Selling Stockholders”) and J.P. Morgan Securities LLC (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 14,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) at a price of $28.215 per share.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated June 7, 2023, among Core & Main, Inc., Core & Main Holdings, LP, the selling stockholders named therein and J.P. Morgan Securities LLC. | |
| 10.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: June 12, 2023 | CORE & MAIN, INC. | |||||
| By: | /s/ Stephen O. LeClair | |||||
| Name: | Stephen O. LeClair | |||||
| Title: | Chief Executive Officer | |||||