19,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • November 9th, 2023 • Core & Main, Inc. • Wholesale-durable goods, nec
Certain stockholders of Core & Main, Inc., a Delaware corporation (the “Company”), listed in Schedule II hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated herein, to sell to the several underwriters listed in Schedule I hereto (the “Underwriters” and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis), for whom you are acting as representative (the “Representatives” and to the extent there is only a single representative, the term “Representatives” shall be deemed to refer to a single Representative, mutatis mutandis), an aggregate of 19,000,000 shares (the “Firm Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). In addition, the Selling Stockholders propose severally, subject to the terms and conditions stated herein, to sell, at the option of the Underwriters, up to 2,850,000 additional share
PURCHASE AND REDEMPTION AGREEMENT by and among CORE & MAIN, INC., CORE & MAIN HOLDINGS, LP, CD&R FUND X ADVISOR WATERWORKS B, L.P., CD&R FUND X WATERWORKS B1, L.P., CD&R FUND X-A WATERWORKS B, L.P. AND CD&R WATERWORKS HOLDINGS, LLC Dated as of...Purchase and Redemption Agreement • November 9th, 2023 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This PURCHASE AND REDEMPTION AGREEMENT, dated as of November 5, 2023 (this “Agreement”), is made by and among Core & Main, Inc., a Delaware corporation (the “Company”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted limited partnership (“Fund X Advisor”), CD&R Fund X Waterworks B1, L.P., a Cayman Islands exempted limited partnership (“Fund X Waterworks B1”), CD&R Fund X-A Waterworks B, L.P., a Cayman Islands exempted limited partnership (“Fund X-A,” and collectively with Fund X Advisor and Fund X Waterworks B1, the “Class A Selling Stockholders”) and CD&R Waterworks Holdings, LLC, a Delaware limited liability company (the “Paired Interest Selling Stockholder,” and collectively with the Class A Selling Stockholders, the “Selling Stockholders”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 6.1.
