Installed Building Products Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
$IBP
Homebuilding
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code) | ||||||||
(Registrant's telephone number, including area code) | ||||||||
___________________________________
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 ☐
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.
Item 1.01 Entry into a Material Definitive Agreement.
On November 26, 2024 , Installed Building Products, Inc., a Delaware corporation (the “Company”) and certain of its affiliates entered into Amendment No. 4 to Term Loan Credit Agreement (“Fourth Amendment”) with Royal Bank of Canada as term administrative agent and term collateral agent and the lenders party thereto, which amends the existing Term Loan Credit Agreement, dated December 14, 2021, by and among the Company, Royal Bank of Canada as term administrative agent and term collateral agent and lenders party thereto (as amended by Amendment No. 1 to Term Loan Credit Agreement, dated as of April 28, 2023, and as further amended by Amendment No. 2 to Term Loan Credit Agreement, dated as of August 14, 2023, and as further amended by Amendment No. 3 to Term Loan Credit Agreement, dated as of March 28, 2024 the “Existing Credit Agreement”). The Existing Credit Agreement provided for a term loan facility in an original aggregate principal amount of $500 million and matures on March 28, 2031. RBC Capital Markets acted as lead left arranger and bookrunner and BofA Securities, KeyBanc Capital Markets, US Bancorp and PNC Capital Markets LLC acted as joint lead arrangers and bookrunning managers for the Fourth Amendment.
Under the Fourth Amendment, among other things, certain terms of the Existing Credit Agreement were amended, the repricing of the Company’s approximately $497.5 million of existing term loans was effected and new term loans in the same amount were issued (the “Tranche B-3 Term Loans”).
The Tranche B-3 Term Loans will bear interest, at the Company’s option, at a rate equal to either: the adjusted term secured overnight financing rate plus 1.75% per annum, or an alternative base rate plus 0.75%.
The foregoing summary of the Fourth Amendment and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to, the full text of the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 1.01 of this Current Report on Form 8-K is also responsive to Item 2.03 of this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On November 26, 2024, the Company issued a press release announcing the closing of the Fourth Amendment and an update on the Company’s share repurchase program. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 10.1 | Fourth Amendment to Term Loan Credit Agreement, dated as of November 26, 2024, by and among Installed Building Products, Inc., the other loan parties thereto, Royal Bank of Canada, as term administrative agent and as term collateral agent and the lenders party thereto. | |||||||
| 99.1 | Press Release of Installed Building Products, Inc. dated | |||||||
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 on this 26th day of November, 2024.
| INSTALLED BUILDING PRODUCTS, INC. | ||||||||
By: | /s/ Michael T. Miller | |||||||
Name: | Michael T. Miller | |||||||
Title: | Chief Financial Officer | |||||||