Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense


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Table of Contents

Filed pursuant to Rule 424(b)(7)

Registration No. 333-207831

 

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell, and it is not soliciting an offer to buy, these securities in any state where the offer or sale is not permitted.

 

Subject to completion, dated February 23, 2017.

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated November 5, 2015)

4,235,685 Shares

 



Watsco, Inc.

Common stock

 

 

This prospectus supplement relates to the offer and sale of 4,235,685 shares of Common stock of Watsco, Inc. by the selling shareholders named herein.

Our Common stock is listed on the New York Stock Exchange under the ticker symbol “WSO.” On February 22, 2017, the last reported sale price for our Common stock was $153.44 per share.

 

 

Investing in our securities involves risks. See “Risk Factors” beginning on page S-13 of this prospectus supplement.

 

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Per Share

 

  

Total

 

Public offering price

  

$

            

 

  

$

            

 

Underwriting discount and commissions(1)

  

$

            

 

  

$

            

 

Proceeds to selling shareholders before expenses

  

$

            

 

  

$

            

 

 

(1)

See “Underwriting” for a description of the compensation payable to the underwriters.

The underwriters expect to deliver the shares against payment in New York, New York on                 , 2017.

 

 

Goldman, Sachs & Co.                                Baird

 

 

Prospectus supplement dated                 , 2017.
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

Prospectus Supplement

  

Page

 

ABOUT THIS PROSPECTUS SUPPLEMENT

  

 

S-ii

 

INDUSTRY AND MARKET DATA

  

 

S-ii

 

PROSPECTUS SUPPLEMENT SUMMARY

  

 

S-1

 

RISK FACTORS

  

 

S-13

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

  

 

S-19

 

USE OF PROCEEDS

  

 

S-21

 

MARKET PRICE OF COMMON STOCK

  

 

S-21

 

DIVIDEND POLICY

  

 

S-21

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  

 

S-22

 

MANAGEMENT

  

 

S-33

 

SELLING SHAREHOLDERS

  

 

S-36

 

MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS

  

 

S-38

 

UNDERWRITING

  

 

S-42

 

SELLING RESTRICTIONS

  

 

S-45

 

LEGAL MATTERS

  

 

S-48

 

EXPERTS

  

 

S-48

 

WHERE YOU CAN FIND MORE INFORMATION

  

 

S-49

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  

 

S-49

 

Prospectus

 

 

 

 

 

 

 

  

Page

 

About This Prospectus

  

 

2

 

Risk Factors

  

 

3

 

Cautionary Statement Regarding Forward-Looking Statements

  

 

3

 

The Company

  

 

4

 

Use of Proceeds

  

 

4

 

Description of Capital Stock

  

 

5

 

Selling Shareholders

  

 

7

 

Plan of Distribution

  

 

9

 

Legal Matters

  

 

12

 

Experts

  

 

12

 

Where You Can Find More Information

  

 

13

 

Incorporation of Certain Documents by Reference

  

 

13

 

 

S-i
Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

We are providing information to you about this offering in two parts. The first part is this prospectus supplement, which provides the specific details regarding this offering. The second part is the accompanying base prospectus, which provides general information. Generally, when we refer to this “prospectus,” we are referring to both documents combined. Some of the information in the base prospectus may not apply to this offering. If information in the prospectus supplement is inconsistent with the accompanying base prospectus, you should rely on this prospectus supplement.

You should rely only on the information contained in, or incorporated by reference in, this prospectus supplement, the accompanying prospectus and any free writing prospectus related to this offering prepared by us or on our behalf or otherwise authorized by us. We have not, and the selling shareholders have not, authorized anyone to provide you with different information, and if anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the selling shareholders are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

References in this prospectus supplement to the “Registrant,” “Watsco,” “we,” “us,” and “our” refer to Watsco, Inc. and its subsidiaries, unless the context requires otherwise.
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Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

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Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense iconSecurities and exchange commission

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