Core & Main Announces Secondary Offering and Share Repurchase
22 Janvier 2024 - 10:29PM
Business Wire
Core & Main Inc. (NYSE: CNM), a leader in advancing reliable
infrastructure with local service, nationwide, today announced the
launch of an underwritten secondary public offering of 19.8 million
shares of its Class A common stock by certain selling stockholders.
Core & Main is not offering any shares of Class A common stock
in the offering and will not receive any proceeds from the
offering. The offering is subject to market and other conditions,
and there can be no assurance as to whether or when the offering
may be completed.
In addition, Core & Main announced that concurrent with the
completion of the offering, it expects to repurchase and redeem, as
the case may be, from the selling stockholders 3.13 million shares
of its Class A common stock and 1.87 million partnership interests
of the Company’s subsidiary Core & Main Holdings, LP (together
with a corresponding number of shares of Class B common stock of
Core & Main) at the same per share price to be paid by the
underwriters to the selling stockholders in the offering. The
closing of the repurchase is subject to the closing of the
offering. The closing of the offering is not conditioned upon the
closing of the repurchase.
J.P. Morgan and Citigroup are acting as the joint lead
book-running managers for the offering. The underwriters may offer
the shares of Class A common stock from time to time for sale in
one or more transactions on the NYSE, 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.
A shelf registration statement (including a prospectus) relating
to these securities has been filed with the SEC and is effective.
Before investing, interested parties should read the shelf
registration statement and other documents filed with the SEC for
information about Core & Main and this offering. You may get
these documents for free by visiting EDGAR on the SEC website at
sec.gov. Alternatively, a copy may be obtained from J.P. Morgan,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717 (Tel: 1-866-803-9204), or by emailing:
prospectus-eg_fi@jpmchase.com or Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717
(Tel: 800-831-9146).
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities, 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. Any offers, solicitations or offers to buy, or any
sales of securities will be made in accordance with the
registration requirements of the Securities Act of 1933, as
amended.
About Core & Main
Based in St. Louis, Core & Main is a leader in advancing
reliable infrastructure™ with local service, nationwide®. As a
leading specialized distributor with a focus on water, wastewater,
storm drainage and fire protection products, and related services,
Core & Main provides solutions to municipalities, private water
companies and professional contractors across municipal,
non-residential and residential end markets, nationwide. With
approximately 320 locations across the U.S., the company provides
its customers local expertise backed by a national supply chain.
Core & Main’s 4,500 associates are committed to helping their
communities thrive with safe and reliable infrastructure.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the
proposed offering and repurchase. No assurance can be given that
the offering discussed above will be completed on the terms
described, or at all. Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of Core
& Main, including those set forth in the Risk Factors section
of the registration statement for the offering and the preliminary
prospectus supplement included therein, as filed with the SEC.
Copies are available on the SEC’s website at www.sec.gov.
Core & Main undertakes no obligation to update these
statements for revisions or changes after the date of this press
release, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240122083810/en/
Investor Relations: Robyn Bradbury, 314-995-9116
InvestorRelations@CoreandMain.com
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