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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/03/22 Core & Main, Inc. S-1 111:23M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 3.07M
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 191K
3: EX-5.1 Opinion of Counsel re: Legality HTML 37K
4: EX-10.5 Material Contract HTML 39K
5: EX-23.1 Consent of Expert or Counsel HTML 29K
11: R1 Cover Page HTML 43K
12: R2 Condensed Consolidated Balance Sheets HTML 161K
13: R3 Condensed Consolidated Balance Sheets HTML 46K
(Parenthetical)
14: R4 Condensed Consolidated Statements of Operations HTML 138K
15: R5 Condensed Consolidated Statements of Operations HTML 33K
(Parenthetical)
16: R6 Condensed Consolidated Statements of Comprehensive HTML 57K
Income
17: R7 Condensed Consolidated Statements of Comprehensive HTML 33K
Income (Parenthetical)
18: R8 Condensed Consolidated Statements of Changes in HTML 201K
Partners' Capital/Stockholders' Equity
19: R9 Condensed Consolidated Statements of Cash Flows HTML 137K
20: R10 Basis of Presentation & Description of Business HTML 94K
21: R11 Summary Of Significant Accounting Policies HTML 72K
22: R12 Recent Accounting Pronouncements HTML 49K
23: R13 Revenue HTML 61K
24: R14 Acquisitions HTML 218K
25: R15 Goodwill and Intangible Assets HTML 110K
26: R16 Debt HTML 149K
27: R17 Income Taxes HTML 93K
28: R18 Leases HTML 92K
29: R19 Equity-Based Compensation And Employee Benefit HTML 112K
Plans
30: R20 Commitment and Contingencies HTML 42K
31: R21 Supplemental Balance Sheet Information HTML 119K
32: R22 Non-controlling Interests HTML 51K
33: R23 Basic and Diluted Earnings Per Share HTML 55K
34: R24 Equity-Based Compensation HTML 72K
35: R25 Related Parties HTML 41K
36: R26 Condensed Financial Information of Parent HTML 36K
37: R27 Subsequent Events HTML 82K
38: R28 Basis of Presentation & Description of Business HTML 112K
(Policies)
39: R29 Summary Of Significant Accounting Policies HTML 134K
(Policies)
40: R30 Summary Of Significant Accounting Policies HTML 34K
(Tables)
41: R31 Revenue (Tables) HTML 57K
42: R32 Acquisitions (Tables) HTML 200K
43: R33 Goodwill and Intangible Assets (Tables) HTML 111K
44: R34 Debt (Tables) HTML 130K
45: R35 Income Taxes (Tables) HTML 77K
46: R36 Equity-Based Compensation And Employee Benefit HTML 125K
Plans (Tables)
47: R37 Leases (Tables) HTML 90K
48: R38 Supplemental Balance Sheet Information (Tables) HTML 124K
49: R39 Non-controlling Interests (Tables) HTML 48K
50: R40 Basic and Diluted Earnings Per Share (Tables) HTML 52K
51: R41 Equity-Based Compensation (Tables) HTML 97K
52: R42 Subsequent Events (Tables) HTML 102K
53: R43 Basis of Presentation & Description of Business HTML 99K
(Details)
54: R44 Summary Of Significant Accounting Policies - HTML 43K
Estimated Useful Lives Of The Assets (Details)
55: R45 Summary Of Significant Accounting Policies - HTML 79K
Narrative (Details)
56: R46 Revenue (Details) HTML 47K
57: R47 Revenue - Narrative (Details) HTML 39K
58: R48 Acquisitions - Narrative (Details) HTML 135K
59: R49 Acquisitions - Allocation of Transaction Price HTML 96K
(Details)
60: R50 Acquisitions - Total Consideration and Net Assets HTML 66K
Acquired (Details)
61: R51 Acquisitions - Pro Forma Financial Information HTML 36K
(Details)
62: R52 Acquisitions - Intangible Assets (Details) HTML 90K
63: R53 Acquisitions - Acquisition-Related Costs (Details) HTML 53K
64: R54 Goodwill and Intangible Assets - Goodwill Balance HTML 38K
(Details)
65: R55 Goodwill and Intangible Assets - Goodwill HTML 38K
Rollforward (Details)
66: R56 Goodwill and Intangible Assets - Intangible Assets HTML 43K
(Details)
67: R57 Goodwill and Intangible Assets - Amortization HTML 34K
Expense Related to Intangible Assets (Details)
68: R58 Goodwill and Intangible Assets - Estimated HTML 44K
Aggregate Amortization Expense (Details)
69: R59 Debt - Summary of Debt (Details) HTML 60K
70: R60 Debt - Debt Transactions Narrative (Details) HTML 199K
71: R61 Debt - Aggregate Future Debt Payments (Details) HTML 47K
72: R62 Debt - Interest Rate Swaps Narrative (Details) HTML 86K
73: R63 Debt - Accumulated Other Comprehensive Income HTML 69K
(Loss) (Details)
74: R64 Income Taxes (Details) HTML 85K
75: R65 Income Taxes - Schedule of Provision for Income HTML 55K
Taxes (Details)
76: R66 Income Taxes - Schedule Of reconciliations of the HTML 47K
provision for income taxes at the federal
corporate statutory rate (Details)
77: R67 Income Taxes - Schedule of Tax Effects of HTML 48K
Temporary Differences Give Rise to Significant
Portions of Deferred Tax Assets and Deferred Tax
Liabilities (Details)
78: R68 Leases - Operating Lease Costs (Details) HTML 33K
79: R69 Leases - Future Aggregate Rental Payments HTML 50K
(Details)
80: R70 Leases - Lease Term and Discount Rate (Details) HTML 35K
81: R71 Leases - Cash and Non-cash Impacts Associated with HTML 35K
Leases (Details)
82: R72 Equity-Based Compensation And Employee Benefit HTML 73K
Plans - Summary of the Profits Units Activity
(Details)
83: R73 Equity-Based Compensation And Employee Benefit HTML 73K
Plans - Schedule of Unit Appreciation Rights
Activity (Details)
84: R74 Equity-Based Compensation And Employee Benefit HTML 44K
Plans - Schedule of Share Based Payment Award Unit
Appreciation Rights Valuation Assumptions
(Details)
85: R75 Equity-Based Compensation And Employee Benefit HTML 44K
Plans - Schedule of Share Based Payment Award
Profit Units Valuation Assumptions (Details)
86: R76 Equity-Based Compensation And Employee Benefit HTML 52K
Plans (Details)
87: R77 Commitment and Contingencies (Details) HTML 34K
88: R78 Supplemental Balance Sheet Information - HTML 38K
Receivables (Details)
89: R79 Supplemental Balance Sheet Information - Property, HTML 53K
Plant and Equipment (Details)
90: R80 Supplemental Balance Sheet Information - HTML 33K
Depreciation Expense (Details)
91: R81 Supplemental Balance Sheet Information - Accrued HTML 36K
Compensation and Benefits (Details)
92: R82 Supplemental Balance Sheet Information - Other HTML 41K
Current Liabilities (Details)
93: R83 Supplemental Balance Sheet Information - Other HTML 37K
Liabilities (Details)
94: R84 Non-controlling Interests (Details) HTML 61K
95: R85 Basic and Diluted Earnings Per Share - Narrative HTML 34K
(Details)
96: R86 Basic and Diluted Earnings Per Share - Calculation HTML 88K
(Details)
97: R87 Equity-Based Compensation - Outstanding HTML 55K
Partnership Interests (Details)
98: R88 Equity-Based Compensation - Vested and Non-vested HTML 44K
Partnership Interests (Details)
99: R89 Equity-Based Compensation - Outstanding Stock HTML 46K
Appreciation Rights (Details)
100: R90 Equity-Based Compensation - Vested and Non-vested HTML 56K
Stock Appreciation Rights (Details)
101: R91 Equity-Based Compensation - Narrative (Details) HTML 44K
102: R92 Related Parties (Details) - Affiliates of CD&R - HTML 46K
CD&R transactions
103: R93 Condensed Financial Information of Parent - HTML 32K
Narrative (Details)
104: R94 Subsequent Events - Schedule of Allocation of HTML 88K
Transaction Price to the Fair Value of
Identifiable Assets Acquired and Liabilities
Assumed (DetailS)
105: R95 Subsequent Events - Schedule of Reconciliation of HTML 45K
total Consideration to Net Assets Acquired
(Details)
106: R96 Subsequent Events - Narrative (Details) HTML 220K
109: XML IDEA XML File -- Filing Summary XML 212K
107: XML XBRL Instance -- d270835ds1_htm XML 3.73M
108: EXCEL IDEA Workbook of Financial Reports XLSX 165K
7: EX-101.CAL XBRL Calculations -- cnm-20211031_cal XML 217K
8: EX-101.DEF XBRL Definitions -- cnm-20211031_def XML 1.10M
9: EX-101.LAB XBRL Labels -- cnm-20211031_lab XML 1.60M
10: EX-101.PRE XBRL Presentations -- cnm-20211031_pre XML 1.50M
6: EX-101.SCH XBRL Schema -- cnm-20211031 XSD 259K
110: JSON XBRL Instance as JSON Data -- MetaLinks 545± 796K
111: ZIP XBRL Zipped Folder -- 0001193125-22-000614-xbrl Zip 2.97M
| EX-10.5 |
Exhibit 10.5
AMENDMENT TO THE EXCHANGE AGREEMENT
This AMENDMENT TO THE EXCHANGE AGREEMENT (this “Amendment”), dated as of January 3, 2022, is made by and among Core & Main, Inc., a Delaware corporation (“IPOco”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), and the holders of Partnership Interests (collectively, the “Parties”) (unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings assigned to such terms in the Agreement);
WHEREAS, each of the Parties are party to the Exchange Agreement, dated as of July 22, 2021 (the “Agreement”); and
WHEREAS, the Parties desire to amend certain terms and provision of the Agreement, in accordance with Section 4.6 of the Agreement, as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
1. Amendments.
(a) The following definitions in Section 1.1 of the Agreement are hereby amended and restated in their entirety as follows:
“First Exchange Time” means the earlier of (i) 180 days from the date of this Agreement and (ii) the first date on which the underwriter lock-up agreement of CD&R Waterworks Holdings relating to IPOco’s initial public offering is waived by the applicable representatives of the underwriters party thereto in respect of a sale or offer of shares of Class A Common Stock.
“Quarterly Exchange Date” means the date each Quarter that is the later to occur of (i) the third Business Day after the date on which IPOco makes a public news release of its annual or quarterly earnings, as applicable, for the prior Quarter or fiscal year, as applicable and (ii) the first day each Quarter that directors and executive officers of IPOco are permitted to trade under the applicable policies of IPOco relating to trading by directors and executive officers.
(b) Section 2.1(i) of the Agreement is hereby amended and restated in its entirety as follows:
Notwithstanding anything to the contrary in this Article II, a Holder shall not be entitled to effect an Exchange (and, if attempted, any such Exchange shall be, to the fullest extent permitted by applicable law, void ab initio), and IPOco shall have the right to refuse to honor any request to effect an Exchange, at any time or during any period, if IPOco shall reasonably determine that such Exchange (i) would be prohibited by any applicable law or regulation (including the unavailability of any requisite registration statement filed under the Securities Act or any exemption from the registration requirements thereunder); provided, however, that this Section 2.1(i) shall not limit IPOco’s or Holdings’ obligations under Section 2.3(c), (ii) would pose a material risk that Holdings would be treated as a “publicly traded partnership” under section 7704 of the Code; provided, however, that an Exchange will not be prohibited on this basis so long as Holdings satisfies the “private placements” safe harbor under Section 1.7704-1(h) of the Treasury Regulations or (iii) would not be permitted under (x) the LP Agreement, (y) other agreements with IPOco or its Subsidiaries to which such Holder may be subject or (z) any written policies of IPOco or any of its Subsidiaries related to unlawful or inappropriate trading applicable to its directors, officers or other employees to which the Holder or its directors and officers are subject. Upon such determination, IPOco shall notify the Holder requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been effected.
2. Miscellaneous.
(a) No Other Amendments. Except as expressly provided in Section 1 of this Amendment, the provisions of the Agreement are unchanged and will remain in full force and effect, and nothing in this Amendment will be construed as a waiver of any rights or obligations of the Parties under the Agreement.
(b) Entire Agreement. This Amendment and the Agreement, together, (i) constitutes the entire agreement among the Parties with respect to the subject matter of this Amendment and the Agreement and supersede any prior discussions, correspondence, negotiation, proposed term sheet, agreement, understanding or agreement and there are no agreements, understandings, representations or warranties between the Parties other than those set forth or referred to in this Amendment and the Agreement and (ii) is not intended to confer in or on behalf of any Person not a party to this Amendment and the Agreement (and their successors and assigns) any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof.
(c) Applicable Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction. The parties hereto hereby declare that it is their intention that this Amendment shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required.
(d) Counterparts. This Amendment may be executed and delivered (including by facsimile transmission or by e-mail delivery of a “.pdf” format data file) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy, by e-mail delivery of a “.pdf” format data file or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 2(e).
[Remainder of page left intentionally blank]
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first set forth above.
| CORE & MAIN, INC. | ||
| By: | ||
| Name: Stephen O. LeClair | ||
| Title: Chief Executive Officer | ||
| CORE & MAIN HOLDINGS, LP | ||
| By: | ||
| Name: Stephen O. LeClair | ||
| Title: Chief Executive Officer | ||
| CD&R WATERWORKS HOLDINGS, LLC | ||
| By: CD&R Waterworks Holdings, L.P., its manager | ||
| By: CD&R Waterworks Holdings GP, Ltd., its general partner | ||
| By: | /s/ Rima Simson | |
| Name: Rima Simson | ||
| Title: Vice President, Treasurer and Secretary | ||
| CORE & MAIN MANAGEMENT FEEDER, LLC | ||
| By: | ||
| Name: Mark R. Witkowski | ||
| Title: Vice President | ||
[Signature Page to Exchange Agreement Amendment]
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/3/22 | CORRESP, DRS | ||
| 7/22/21 | 8-K, EFFECT | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/24 Core & Main, Inc. 10-K 1/28/24 107:11M 3/28/23 Core & Main, Inc. 10-K 1/29/23 109:12M 9/15/22 Core & Main, Inc. S-3ASR 9/15/22 4:382K Donnelley … Solutions/FA 3/30/22 Core & Main, Inc. 10-K 1/30/22 111:12M |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/28/21 Core & Main, Inc. 8-K:1,2,3,5 7/22/21 14:4.6M Donnelley … Solutions/FA 7/23/21 Core & Main, Inc. S-8 7/23/21 6:266K Donnelley … Solutions/FA 7/13/21 Core & Main, Inc. S-1/A 7:8.9M Donnelley … Solutions/FA 7/09/21 Core & Main, Inc. S-1/A 11:3.2M Donnelley … Solutions/FA 7/06/21 Core & Main, Inc. S-1/A 10:7.3M Donnelley … Solutions/FA 5/21/21 Core & Main, Inc. S-1 19:11M Donnelley … Solutions/FA |