Washington, D.C. 20549





 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 23, 2018


Floor & Decor Holdings, Inc.

(Exact name of registrant as specified in its charter)







(State or other jurisdiction
of incorporation)


File Number)


(IRS Employer
Identification No.)


2233 Lake Park Drive
Smyrna, GA



(Address of principal executive offices)


(Zip Code)


(404) 471-1634
(Registrant’s telephone number, including area code)


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 8.01 Other Events.


On May 23, 2018, Floor & Decor Holdings, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, J.P. Morgan Securities LLC (the “Underwriter”), and the selling stockholders named therein (the “Selling Stockholders”), relating to an underwritten public offering (the “Offering”) by the Selling Stockholders of 10,000,000 shares of the Company’s Class A common stock, par value $0.001 per share (the “Shares”), at a price to the Underwriters of $44.77 per Share. The Offering closed on May 29, 2018. The Company did not sell any shares in the Offering and did not receive any proceeds from the Offering.


The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholders. It also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.


The Company will pay the expenses, other than underwriting discounts, associated with the sale of Shares by the Selling Stockholders. The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-225145), which was filed with the Securities and Exchange Commission on May 23, 2018, and the related prospectus supplement and accompanying prospectus.


A copy of the opinion of Proskauer Rose LLP relating to the legality of the sale of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits:


Exhibit Number








Underwriting Agreement, dated May 23, 2018, by and among Floor & Decor Holdings, Inc., J.P. Morgan Securities LLC and the Selling Stockholders named therein






Opinion of Proskauer Rose LLP






Consent of Proskauer Rose LLP (included in Exhibit 5.1)






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 hereunto duly authorized.






Date: May 29, 2018



/s/ David V. Christopherson




David V. Christopherson




Executive Vice President, Secretary and General Counsel