Watsco, Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On August 6, 2021, Watsco, Inc., a Florida corporation (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Robert W. Baird & Co. Incorporated (the “Agent”), relating to the Company’s issuance and sale, from time to time, of up to $300.0 million of its Common stock, par value $0.50 per share (the “Placement Shares”), in a registered offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-228269) filed on November 8, 2018, together with a prospectus supplement forming a part thereof filed with the Securities and Exchange Commission on August 6, 2021 pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Sales, if any, of the Placement Shares pursuant to the Sales Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange. The Company is not obligated to sell any Placement Shares under the Sales Agreement.
The Agent will receive a commission or discount of up to 2.0% of the gross sales price of all Placement Shares sold through it under the Sales Agreement. The Sales Agreement contains customary representations, warranties and covenants of the Company, and the Company has agreed to indemnify the Agent against certain liabilities.
The Company intends to use the net proceeds from the sale, if any, of Placement Shares in the offering for general corporate purposes, which may include, without limitation, acquisitions, the repayment of outstanding indebtedness, capital expenditures and working capital.
The foregoing description of the Sales Agreement is only a summary and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.
This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Sales Agreement, dated August 6, 2021, by and between the Company and Robert W. Baird & Co. Incorporated | |
| 5.1 | Opinion of Greenberg Traurig, P.A. | |
| 23.1 | Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1 hereto) | |
| 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, thereunto duly authorized.
| WATSCO, INC. | ||||||
| Dated: August 6, 2021 | By: | /s/ Ana M. Menendez | ||||
| Ana M. Menendez, | ||||||
| Chief Financial Officer | ||||||