Core & Main Inc.

12/11/2023 | Press release | Distributed by Public on 12/11/2023 15:19

Material Event - Form 8-K

Item 8.01

Other Events

Underwriting Agreement

On December 6, 2023, Core & Main, Inc. (the "Company"), the Company's subsidiary Core & Main Holdings, LP, 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"), CD&R Waterworks Holdings, LLC ("CD&R Waterworks Holdings," and collectively with Fund X Advisor, Fund X Waterworks B1 and Fund X-A, the "Selling Stockholders"), Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (the "Underwriters") entered into an underwriting agreement (the "Underwriting Agreement") pursuant to which the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 15,000,000 shares of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock") at a price of $35.54 per share. The Underwriters have elected to purchase an additional 2,250,000 shares of Class A Common Stock, pursuant to the full exercise of an option granted by the Selling Stockholders.

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.