Beacon Roofing Supply, Inc. (NasdaqGS:BECN) (‘Beacon’) entered into an agreement to acquire Allied Building Products Corp. and Kapalama Kilgos Acquisition Corp from Oldcastle Distribution Inc. for $2.6 billion on August 24, 2017. The purchase consideration assuming a cash and debt free balance sheet at closing will be paid in cash and is subject to a working capital and certain other adjustments. Beacon Roofing Supply may be required to pay a fee of $85 million in the event of termination of the transaction under certain circumstances. For the year ended December 31, 2016, Allied Building Products Corp. and Kapalama Kilgos Acquisition Corp has revenues of $2.5 billion, net income of $80.5 million, operating income of $140.98 million, total assets of $1.22 billion and EBITDA of $187 million. In connection with the agreement, Beacon entered into an investment agreement with CD&R Boulder Holdings LP (‘CD&R’) and Clayton, Dubilier & Rice Fund IX LP for the purchase of shares of Series A Cumulative Convertible Participating Preferred Stock in order to partially finance the purchase consideration. On August 24, 2017, Beacon entered into a commitment letter whereby Wells Fargo Bank NA, WF Investment Holdings LLC, Wells Fargo Securities LLC and Citigroup Global Markets Inc. have agreed to provide Beacon with debt financing in connection with the acquisition comprised. The financing comprises a seven-year senior secured term loan “B” facility in an aggregate principal amount of up to $970 million, a senior secured asset-based revolving credit facility in an aggregate principal amount of $1.3 billion, and a senior unsecured bridge facility in an aggregate principal amount of up to $1.3 billion, which $1.3 billion amount will be reduced by the amount of certain securities offerings consummated on or prior to the closing of the acquisition in accordance with the terms of the commitment letter. Out of the debt funding secured, the transaction will be funded by $380 million in drawings and $530 million of incremental term loan and a senior unsecured bridge facility in an aggregate principal amount of up to $1.3 billion. Following completion of the transaction, Paul Isabella will continue to serve as President and Chief Executive Officer (‘CEO’) and Robert R. Buck will remain Chairman of the Board of Directors of Beacon. Bob Feury, Jr., CEO of Allied Building Products, will continue in a key executive leadership role, reporting to Paul Isabella. Philip Knisely, an advisor to the CD&R Funds, will remain on Beacon’s Board of Directors. Nathan K. Sleeper, a Partner at CD&R, will rejoin Beacon’s Board of Directors. The agreement contains certain restrictive non-compete covenants. Closing of the acquisition is subject to customary regulatory approvals and closing conditions, including the expiration or early termination of the waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act. The closing is not subject to any financing contingency. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on October 2, 2017. The transaction is expected to close on January 2, 2018. CRH will use proceeds from the divestment for further acquisitions and investments. Excluding year one incremental transaction-related amortization of approximately $70-80 million and year one acquisition costs of approximately $65-75 million, Beacon expects the transaction to be immediately accretive to adjusted earnings per share by approximately $0.50-0.60 in year one. Beacon expects the transaction will be accretive to GAAP earnings per share in year two. As of August 24, 2017, Board of Oldcastle approves the merger. Citigroup Inc. served as the financial advisor to Beacon. Rocque Lipford, Tom Nolasco, Mike Macakanja, Albert Chang, Chris Gurne and Jay Patel of J.P. Morgan Limited acted as a financial advisor to CRH plc, the parent company of Oldcaste. Jeffrey N. Smith, Michael Heinz and Chris Gleason from Sidley Austin LLP served as the legal advisor to Beacon Roofing Supply, Inc. Richard Cicchillo, Jr., Jennifer Schumacher, Lynn Fowler, Joe Scibilia, Ben Barkley, Isabelle Dinerman, Kelsey Donnalley and Edgar Callaway from Kilpatrick Townsend & Stockton LLP served as the legal advisor to Oldcastle. John Lovallo from Levick served as the public relations contact on the deal for Beacon and CD&R. Jack Fornaciari, Tom Hogan and Adele LeComte of Baker Hosteler acted as antitrust counsel for the transaction. Paul S. Bird, Uri Herzberg, Gary M. Friedman, Meir D. Katz, Ramya S. Tiller, Kyra K. Bromley, David P. Iozzi, Brett M. Novick and Michael Ronca of Debevoise & Plimpton LLP acted as a financial advisor to Clayton, Dubilier & Rice. UBS acted as financial advisor to CRH plc. Beacon Roofing Supply, Inc. (NasdaqGS:BECN) completed the acquisition of Allied Building Products Corp. and Kapalama Kilgos Acquisition Corp from Oldcastle Distribution Inc. on January 2, 2018.