Beacon Roofing Supply, Inc. (BECN) (“Beacon” or the “Company”) announced today the pricing of its previously announced private offering of $300.0 million aggregate principal amount of its 4.500% senior secured notes due 2026 (the “2026 Senior Notes”). The initial offering price to investors will be 100% of the principal amount thereof. The offering is expected to close on October 9, 2019, subject to customary closing conditions.

Beacon intends to use the net proceeds from the offering, together with cash on hand and/or available borrowings under its existing senior secured asset-based revolving credit facility, to redeem all $300.0 million aggregate principal amount outstanding of its 6.375% senior unsecured notes due 2023 (the “2023 Senior Notes”) and pay related transaction premiums, accrued interest, fees and expenses. Beacon today delivered a notice of redemption to holders of the 2023 Senior Notes stating that the entire principal amount of such notes will be redeemed on October 28, 2019, subject to the satisfaction of certain conditions.

The 2026 Senior Notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States under Regulation S under the Securities Act. The issuance and sale of the 2026 Senior Notes and related subsidiary guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and the 2026 Senior Notes and related subsidiary guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the 2026 Senior Notes. The 2026 Senior Notes offering is being made only by means of a private offering memorandum and is not being made to any person in any jurisdiction in which such offer, sale or solicitation is unlawful.