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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/19/22 Core & Main, Inc. 8-K:8,9 9/15/22 11:392K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 205K 6: R1 Document and Entity Information HTML 45K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- d562720d8k_htm XML 13K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- cnm-20220915_lab XML 53K 5: EX-101.PRE XBRL Presentations -- cnm-20220915_pre XML 34K 3: EX-101.SCH XBRL Schema -- cnm-20220915 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K 11: ZIP XBRL Zipped Folder -- 0001193125-22-247104-xbrl Zip 62K
Form 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 19, 2022
( i September 15, 2022)
i Core & Main, Inc.
(Exact name of registrant as specified in its charter)
i Delaware | i 001-40650 | i 86-3149194 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number |
(IRS Employer Identification No.) |
i 1830 Craig Park Court i St. Louis, i Missouri |
i 63146 | |||
(Address of principal executive offices) | (Zip Code) |
i (314) i 432-4700
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
i Class A common stock, par value $0.01 per share | i CNM | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events |
On September 15, 2022, Core & Main, Inc. (the “Company”), Core & Main Holdings, LP, investment funds associated with Clayton, Dubilier & Rice, LLC (with the investment funds collectively referred to as the “Selling Stockholders”) and Goldman Sachs & Co. LLC (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 11,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) at a price of $23.534 per share. The Selling Stockholders granted the Underwriter a 30-day option to purchase up to an additional 1,650,000 shares of Class A Common Stock.
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.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit |
Description | |
1.1 | Underwriting Agreement, dated September 15, 2022, among Core & Main, Inc., Core & Main Holdings, LP, the selling stockholders named therein and Goldman Sachs & Co. LLC. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 19, 2022 | CORE & MAIN, INC. | |||||
By: | ||||||
Name: | Stephen O. LeClair | |||||
Title: | Chief Executive Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/19/22 | 424B5 | ||
For Period end: | 9/15/22 | 424B5, S-3ASR | ||
List all Filings |