Beacon Announces Secondary Offering of 5 Million Shares of Common Stock

HERNDON, Va., Dec. 6, 2023 /PRNewswire/ ---- Beacon (NASDAQ: BECN) ("Beacon") announced today the commencement of an underwritten secondary public offering of 5 million shares of Beacon's common stock by CD&R Boulder Holdings, L.P., an entity affiliated with Clayton, Dubilier & Rice, LLC. RBC Capital Markets is acting as the sole underwriter in the registered public offering of those shares. The selling stockholder intends to grant the underwriter a 30-day option to purchase up to an additional 750,000 shares from the selling stockholder.

Following the completion of this offering, the selling stockholder will continue to hold 5,218,134 shares of Beacon common stock (or 4,468,134 shares if the underwriter's option to purchase additional shares is exercised in full). Beacon is not selling any shares of common stock and will not receive any proceeds from the offering. The total number of Beacon's shares outstanding will not change as a result of the offering.

The last reported sale price on the Nasdaq Global Select Market of Beacon common stock on December 5, 2023 was $82.69 per share. RBC Capital Markets proposes to offer for sale the shares of Beacon common stock from time to time in one or more transactions on the Nasdaq Global Select Market, 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, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part.

The offering of these shares is being conducted as a public offering pursuant to Beacon's effective shelf registration statement on Form S-3ASR under the Securities Act of 1933, as amended. The proposed offering will be made only by means of a prospectus and prospectus supplement that will form part of the effective registration statement relating to the offering. Information about the offering is available in the preliminary prospectus supplement being filed today with the U.S. Securities and Exchange Commission (the "SEC"). Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering, and the final prospectus supplement, when available, may be obtained by contacting RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, New York 10281, or by telephone at (877) 822-4089, or by email at equityprospectus@rbccm.com or by visiting the SEC's website located at www.sec.gov. You should read the preliminary prospectus supplement and the accompanying prospectus and other documents Beacon has filed with the SEC for more complete information about Beacon and this offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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.

Forward-Looking Statements

This press release contains information about management's view of Beacon's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, those set forth in the "Risk Factors" section of Beacon's latest Form 10-K and subsequent filings with the SEC. In addition, the forward-looking statements included in this press release represent Beacon's views as of the date of this press release and these views could change. However, while Beacon may elect to update these forward-looking statements at some point, Beacon specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing Beacon's views as of any date subsequent to the date of this press release.

About Beacon

Founded in 1928, Beacon is a Fortune 500, publicly traded distributor of building products, including roofing materials and complementary products, such as siding and waterproofing. The company operates over 500 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of nearly 100,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon offers its own private label brand, TRI-BUILT®, and has a proprietary digital account management suite, Beacon PRO+, which allows customers to manage their businesses online. Beacon's stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visit www.becn.com.

INVESTOR CONTACT
Binit Sanghvi
VP, Capital Markets and Treasurer
Binit.Sanghvi@becn.com
972-369-8005

MEDIA CONTACT
Jennifer Lewis
VP, Communications and Corporate Social Responsibility
Jennifer.Lewis@becn.com
571-752-1048

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SOURCE Beacon Roofing Supply, Inc.