8-KMaterial AgreementsRegulation FDExhibits & Filings

LOWES COMPANIES INC 8-K Report, Material Agreement (Aug 20, 2025)

Filed August 20, 2025For Securities:LOW

Summary

Lowe's Companies, Inc. (LOW) has announced a significant strategic acquisition, entering into a definitive agreement to purchase all shares of ASP Flag Parent Holdings, Inc. (the "Target") for an aggregate cash consideration of $8.8 billion. This transaction will bring Foundation Building Materials, Inc. ("FBM"), a wholly-owned subsidiary of the Target, into the Lowe's portfolio. The acquisition is expected to enhance Lowe's market position and product offerings, particularly within the building materials sector. The financing for this substantial acquisition is being addressed through a combination of capital markets transactions, term and revolving credit facilities, and a committed 364-day bridge loan facility of up to $9 billion, intended as a backstop. Lowe's management anticipates utilizing existing cash on hand and other financing sources before drawing on the bridge facility. The deal is subject to customary closing conditions, including antitrust approvals, and has a target completion date within approximately one year, with potential for extensions. Investors should monitor regulatory approvals and the successful integration of FBM for realization of anticipated benefits.

Key Highlights

  • 1Lowe's to acquire Foundation Building Materials (FBM) for $8.8 billion in cash.
  • 2Acquisition aims to strengthen Lowe's market position and product offerings in the building materials sector.
  • 3Transaction is subject to customary closing conditions, including HSR antitrust review.
  • 4A $9 billion 364-day bridge loan facility has been committed as a financing backstop.
  • 5Lowe's intends to primarily use existing cash and other permanent financing sources, with the bridge loan as a secondary option.
  • 6The deal has a target closing within one year, with provisions for potential extensions.
  • 7A reverse termination fee of $370 million could be payable by Lowe's under specific circumstances.

Frequently Asked Questions

Lowe's is acquiring all the shares of ASP Flag Parent Holdings, Inc., which includes its subsidiary Foundation Building Materials, Inc. (FBM), for $8.8 billion in cash.

Lowe's plans to finance the acquisition using a combination of cash on hand, term and revolving credit facilities, and capital markets transactions. A $9 billion bridge loan facility is in place as a backstop, which Lowe's does not expect to utilize unless necessary.

The transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other standard conditions for such acquisitions.

The agreement allows for termination if the transaction is not consummated by August 19, 2026, with potential for up to two three-month extensions under certain conditions, suggesting a target closing within approximately one year.