UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 8.01 below concerning Core & Main, Inc.’s direct financial obligations under the Fifth Amendment (as defined below) is incorporated herein by reference.
Item 8.01. Other Events.
Credit Agreement Amendment
On December 17, 2024, Core & Main LP, an indirect wholly owned subsidiary of Core & Main, Inc. (“Core & Main”), entered into a Fifth Amendment (the “Fifth Amendment”) to its existing Credit Agreement, dated as of August 1, 2017, as amended by the Lender Joinder Agreement, dated as of July 8, 2019, the First Amendment, dated as of July 27, 2021, the Second Amendment, dated as of February 26, 2023, the Third Amendment, dated as of February 9, 2024 and the Fourth Amendment, dated as of May 21, 2024 (the “Existing Credit Agreement”; and the Existing Credit Agreement as amended by the Fifth Amendment, the “Credit Agreement”), by and among Core & Main, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the several banks and other financial institutions from time to time party thereto, in order to, among other things, (i) borrow Specified Refinancing Term Loans (as defined in the Existing Credit Agreement) in the form of Tranche E Term Loans (as defined in the Fifth Amendment) in an aggregate principal amount of approximately $744 million, the proceeds of which, together with cash on hand, any borrowings under the Senior ABL Agreement (as defined in the Existing Credit Agreement) and the proceeds of the Supplemental Term Loans (as defined in the Fifth Amendment) in an aggregate amount of $200 million, will be used to (a) repay the Tranche C Term Loans outstanding on the date of the Fifth Amendment that are not exchanged for Tranche E Term Loans pursuant to the Fifth Amendment, (b) to repay a portion of the Tranche D Term Loans outstanding on the date hereof and/or (c) to pay fees, costs and expenses incurred in connection with the foregoing and (ii) amend the Existing Credit Agreement to the extent necessary or appropriate to reflect the incurrence of the Tranche E Term Loans and the Supplemental Term Loans and provide for any other amendments to the Existing Credit Agreement as any authorized officer may deem necessary or appropriate.
The Tranche E Term Loans bear annual interest at a floating rate measured by reference to, at Core & Main’s option, either (i) a secured overnight financing rate, or “SOFR” (subject to a floor of 0.00%) plus an applicable margin of 2.00% per annum, or (ii) an alternate base rate plus an applicable margin of 1.00% per annum. The Tranche E Term Loans amortize in nominal quarterly installments equal to 0.25% of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the Tranche E Term Loans on February 9, 2031.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Fifth Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Fifth Amendment to the Credit Agreement, dated as of December 17, 2024, by and among Core & Main LP, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 17, 2024 | CORE & MAIN, INC. | |||||
| By: | /s/ Mark G. Whittenburg | |||||
| Name: | Mark G. Whittenburg | |||||
| Title: | General Counsel and Secretary | |||||