UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 17, 2022 (the “Closing Date”), Installed Building Products, Inc., a Delaware corporation (the “Company”), as borrower, entered into Amendment No. 3 to Credit Agreement (the “ABL Amendment”) with respect to the Credit Agreement dated as of September 26, 2019 (the “ABL Credit Agreement”) among the Company, the financial institutions party thereto and Bank of America, N.A., as administrative agent.
The ABL Amendment increased the commitment amount under the asset-based lending credit facility (the “ABL Revolver”) to $250 million from $200 million and extended the maturity to February 17, 2027 from September 26, 2024, and permits the Company to further increase the commitment amount to up to $300 million. The ABL Revolver was undrawn prior to the Closing Date, and there is nothing currently drawn. The ABL Amendment provides that the ABL Revolver will bear interest at either the base rate or term Secured Overnight Financing Rate (“Term SOFR”), at the Company’s election, plus a margin of 0.25% or 0.50% for base rate advances or 1.25% or 1.50% for Term SOFR advances (in each case based on a measure of availability under the ABL Credit Agreement). The amendment also provides the Company with the ability to reduce drawn and unused fees based on sustainability-linked key performance indicator targets and makes other modifications to the ABL Credit Agreement.
The foregoing description of the material terms and conditions of the ABL Amendment does not purport to be complete and is subject to and qualified in its entirety by the full text of the ABL Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in and incorporated into Item 1.01 above is hereby incorporated into this Item 2.03 by reference.
| Item 7.01. | Regulation FD Disclosure. |
On February 18, 2022, the Company issued a press release announcing the closing of the ABL Amendment. A copy of the press release is furnished as Exhibit 99.1 to this report.
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 Number |
Description | |
| 10.1 | Amendment No. 3 to Credit Agreement, dated February 17, 2022, by and among Installed Building Products, Inc., the financial institutions party thereto as lenders and Bank of America N.A., as administrative agent.(1) | |
| 99.1 | Press Release of Installed Building Products, Inc. dated February 18, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| (1) | Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided to the Securities and Exchange Commission upon request. |
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 hereunto duly authorized.
| INSTALLED BUILDING PRODUCTS, INC. | ||||||
| Date: February 18, 2022 | By: | /s/ Michael T. Miller | ||||
| Executive Vice President and Chief Financial Officer | ||||||