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): August 1, 2022 (
(Exact name of registrant as specified in its charter)
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| Item 1.01. | Entry into a Material Definitive Agreement |
On July 29, 2022, Core & Main LP (“Core & Main”), a wholly owned subsidiary of Core & Main, Inc., entered into Amendment No. 4 (“Amendment No. 4”) 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 and Amendment No. 3 to the ABL Credit Agreement, dated as of July 27, 2021 (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 (the “ABL Agent”), and the several banks and other financial institutions from time to time party thereto, in order to, among other things, (i) increase the aggregate commitments under the ABL Credit Agreement’s asset-based revolving credit facility (the “ABL Facility”) by $400.0 million to $1,250.0 million overall, (ii) implement a forward-looking rate based on the secured overnight financing rate in lieu of the london interbank offered rate and (iii) make such other changes in the ABL Facility as agreed among Core & Main and the lenders. Core & Main and, at Core & Main’s option, certain of Core & Main’s subsidiaries are the borrowers under the ABL Facility. As of July 29, 2022, there were no subsidiary borrowers under the ABL Facility. All borrowings under the ABL Facility mature on July 27, 2026. At July 29, 2022, there were $142.0 million of revolving loans drawn and $9.0 million of letters of credit issued under the ABL Facility.
Subject to certain conditions, without consent of the existing lenders (but subject to receipt of commitments), Core & Main is entitled to request additional revolving credit commitments or term loans under the ABL Facility, which will share in the borrowing base up to an amount such that the aggregate amount of ABL commitments and term loans under the ABL Facility do not exceed the greater of (x) $2,000.0 million, an increase of $650.0 million pursuant to Amendment No. 4, and (y) the calculated borrowing base.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to Amendment No. 4, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Amendment No. 4 to the ABL Credit Agreement, dated as of July 29, 2022, by and among Core & Main LP, the several banks and other financial institutions party thereto and Citibank, N.A., as administrative agent and collateral agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Core & Main, Inc. | ||
| By: | /s/ Stephen O. LeClair | |
| Name: | Stephen O. LeClair | |
| Title: | Chief Executive Officer | |
Date: August 1, 2022