Sec Form 13D Filing - CD&R Boulder Holdings L.P. filing for BEACON ROOFING SUPPLY INC (BECN) - 2023-12-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Beacon Roofing Supply Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

073685109

(CUSIP Number)

CD&R Boulder Holdings, L.P.

c/o Clayton, Dubilier & Rice, LLC

Attention: Rima Simson

375 Park Ave, New York NY 10152

(212) 407-5253

with a copy to:

Uri Herzberg

Debevoise & Plimpton LLP

66 Hudson Blvd E

New York, New York 10001

Telephone: (212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 11, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 073685109

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CUSIP No. 073685109

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EXPLANATORY NOTE

PREAMBLE

This Amendment No. 12 (the “Amendment”) amends the Statement on Schedule 13D initially filed on January 2, 2018 with the Securities and Exchange Commission and amended on November 21, 2018, March 14, 2019, June 28, 2019, September 25, 2019, February 24, 2021, April 29, 2021, March 4, 2022, October 28, 2022, July 7, 2023, August 1, 2023 and August 10, 2023 (as amended, the “Schedule 13D”) by (i) CD&R Boulder Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Holdings”), and (ii) CD&R Investment Associates IX, Ltd. (“CD&R Holdings GP”) (together with CD&R Holdings, collectively, the “Reporting Persons”).

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the follow at the end thereof.

On September 11, 2023, CD&R Holdings acquired from CS 46,170 Common Shares for a total acquisition price of $2,935,982.62 pursuant to the Third Agreement. CD&R Holdings funded the acquisitions with cash dividends on the Preferred Shares received by CD&R Holdings since May 1, 2023.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby supplemented to include the following information.

On December 11, 2023, CD&R Holdings sold 5,000,000 Common Shares of Beacon Roofing Supply, Inc., a Delaware corporation (the “Issuer”), to RBC Capital Markets, LLC (the “Underwriter”) at a price of $79.73 per Common Share, in a registered offering (the “Offering”) pursuant to an underwriting agreement, dated as of December 6, 2023 (the “Underwriting Agreement”), by and among the Issuer, CD&R Holdings and the Underwriter. Pursuant to the Underwriting Agreement, CD&R Holdings has granted the Underwriter a 30-day option to purchase up to an additional 750,000 Common Shares from CD&R Holdings. Upon the closing of the Offering, CD&R Holdings directly owned 5,218,134 Common Shares.

In connection with the Offering, CD&R Holdings entered into a lock-up letter agreement (the “Lock-Up Agreement”) with the Underwriters under which it has agreed, subject to certain exceptions, that it will not, during the period of 30 days following the date of the prospectus covering the Offering, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Issuer’s Common Shares, or any options or warrants to purchase Common Shares, or any securities convertible into, exchangeable for or that represent the right to receive Common Shares.

The foregoing descriptions of the Underwriting Agreement and Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Lock-Up Agreement, which are filed as Exhibit 1 and Exhibit 2 hereto and are incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Schedule 13D is hereby amended by deleting paragraphs (a)(i) and (c) in their entirety and replacing them as follows.

(a) (i) CD&R Holdings is the beneficial owner of 5,218,134 Common Shares, representing approximately 8.2% of the outstanding Common Shares, based on 63,301,524 Common Shares outstanding as of November 27, 2023, as reported in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(1), filed December 6, 2023. All of these Common Shares may be deemed to be beneficially owned by CD&R Holdings GP.

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(c) Except as otherwise described in Item 4 of this Amendment, each of the Reporting Persons reports that neither it, nor to its knowledge, any other person named in Schedule A of this Schedule 13D, has effected any transactions in Common Shares in the past 60 days.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Statement is amended by inserting the following information:

The information set forth in Item 4 of this Statement is hereby incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 11, 2023

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