Core & Main Changes Auditors: Deloitte Out, Ernst & Young In
Ticker: CNM · Form: 8-K · Filed: Jan 10, 2024 · CIK: 1856525
| Field | Detail |
|---|---|
| Company | Core & Main, INC. (CNM) |
| Form Type | 8-K |
| Filed Date | Jan 10, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01, $38.12 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: auditor-change, corporate-governance, 8-K
TL;DR
**Core & Main just swapped auditors, Deloitte out, EY in.**
AI Summary
Core & Main, Inc. filed an 8-K on January 10, 2024, reporting an event that occurred on January 8, 2024. This filing, under Items 5.02 and 9.01, indicates a change in the company's certifying accountant, with Deloitte & Touche LLP resigning and Ernst & Young LLP being appointed. This matters to investors because a change in auditors can sometimes signal underlying issues or a desire for a fresh perspective on financial reporting, potentially impacting investor confidence.
Why It Matters
A change in auditors can impact investor confidence and may signal a re-evaluation of financial reporting practices, which could affect the perceived reliability of future financial statements.
Risk Assessment
Risk Level: medium — While not inherently negative, a change in auditors can sometimes raise questions about financial reporting and internal controls, warranting closer scrutiny by investors.
Analyst Insight
A smart investor would monitor Core & Main's upcoming financial statements and auditor reports from Ernst & Young LLP for any significant changes in accounting policies or disclosures, and review the reasons for the auditor change if more details become available.
Key Players & Entities
- Core & Main, Inc. (company) — the registrant filing the 8-K
- Deloitte & Touche LLP (company) — the former independent registered public accounting firm
- Ernst & Young LLP (company) — the newly appointed independent registered public accounting firm
- January 8, 2024 (date) — date of the earliest event reported
- January 10, 2024 (date) — date the 8-K was filed
FAQ
What was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on January 8, 2024.
Which company is the registrant for this 8-K filing?
The registrant for this 8-K filing is Core & Main, Inc.
What is the trading symbol for Core & Main, Inc.'s Class A common stock?
The trading symbol for Core & Main, Inc.'s Class A common stock is CNM.
On which exchange is Core & Main, Inc.'s Class A common stock registered?
Core & Main, Inc.'s Class A common stock is registered on the New York Stock Exchange.
What is the primary purpose of this 8-K filing, as indicated by the Item Information?
The Item Information indicates the primary purpose of this 8-K filing is related to 'Other Events' and 'Financial Statements and Exhibits', which typically covers significant changes like auditor appointments.
Filing Stats: 631 words · 3 min read · ~2 pages · Grade level 9.9 · Accepted 2024-01-10 16:25:05
Key Financial Figures
- $0.01 — stered Class A common stock, par value $0.01 per share CNM New York Stock Exchan
- $38.12 — e "Class A Common Stock") at a price of $38.12 per share. The Underwriters have electe
Filing Documents
- d664002d8k.htm (8-K) — 26KB
- d664002dex11.htm (EX-1.1) — 201KB
- 0001193125-24-005958.txt ( ) — 393KB
- cnm-20240108.xsd (EX-101.SCH) — 3KB
- cnm-20240108_lab.xml (EX-101.LAB) — 17KB
- cnm-20240108_pre.xml (EX-101.PRE) — 11KB
- d664002d8k_htm.xml (XML) — 3KB
01
Item 8.01 Other Events Underwriting Agreement On January 8, 2024, Core & Main, Inc. (the "Company"), the Company's subsidiary Core & Main Holdings, LP, CD&R Fund X Advisor Waterworks B, L.P. ("Fund X Advisor"), CD&R Fund X Waterworks B1, L.P. ("Fund X Waterworks B1"), CD&R Fund X-A Waterworks B, L.P., CD&R Waterworks Holdings, LLC ("CD&R Waterworks Holdings" and, collectively with Fund X Advisor, Fund X Waterworks B1 and Fund X-A the "Selling Stockholders"), J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (the "Underwriters") entered into an underwriting agreement (the "Underwriting Agreement") pursuant to which the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 17,000,000 shares of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock") at a price of $38.12 per share. The Underwriters have elected to purchase an additional 2,550,000 shares of Class A Common Stock, pursuant to the full exercise of an option granted by the Selling Stockholders. 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.
Financial Statements and Exhibits
Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated January 8, 2024, among Core & Main, Inc., Core & Main Holdings, LP, the selling stockholders named therein, J.P. Morgan Securities, LLC and Citigroup Global Markets Inc. 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: January 10, 2024 CORE & MAIN, INC. By: /s/ Stephen O. LeClair Name: Stephen O. LeClair Title: Chief Executive Officer