Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On June 17, 2021, Eagle Materials Inc. (the "Company") entered into that certain
Underwriting Agreement (the "Underwriting Agreement"), among the Company and
J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities,
LLC, as representatives of the several underwriters (the "Underwriters")
identified on Schedule 1 thereto, with respect to the issuance and sale in an
underwritten public offering (the "Offering") by the Company of
$750,000,000 million aggregate initial principal amount of its 2.500% senior
notes due 2031 (the "Notes").
The Offering was registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a shelf registration statement on Form S-3 (File
No. 333-228205), which became effective automatically upon filing with the
Securities and Exchange Commission (the "Commission") on November 6, 2018, (the
"Registration Statement"). The closing of the Offering is expected to occur on
July 1, 2021.
In the Underwriting Agreement, which contains customary representations and
warranties, the Company agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make because of any of those
liabilities.
The foregoing summary is qualified in its entirety by reference to the text of
the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report
on Form 8-K (this "Current Report") and incorporated herein by reference.
Item 8.01. Other Events
On June 17, 2021, the Company issued a conditional notice of redemption (the
"Conditional Redemption Notice") for all its outstanding 4.500% Senior Notes due
2026 (the "2026 Notes"). The Conditional Redemption Notice is conditioned upon
the completion of the Offering, and provides that if the condition is satisfied,
the Company will redeem, under and pursuant to the indenture governing the 2026
Notes (as amended or supplemented from time to time, the "Indenture"), all
outstanding 2026 Notes (the "Redemption"). If the condition to the Redemption is
satisfied, we expect that the Redemption will occur on or about July 17, 2021
(the "Redemption Date") at a redemption price equal to 100% of the aggregate
principal amount thereof, plus the Applicable Premium (as defined in the
Indenture), plus accrued and unpaid interest, if any, to, but excluding, the
Redemption Date.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated as of June 17, 2021, by and among
Eagle Materials Inc., J.P. Morgan Securities LLC, BofA Securities,
Inc. and Wells Fargo Securities, LLC as representatives of the several
underwriters identified on Schedule 1 thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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