Item 1.01. Entry into a Material Definitive Agreement.
On
On the Closing Date, Royal Bank of Canada, as collateral agent under the Term
Loan Agreement, entered into a Lien Sharing and Priority Confirmation Joinder
(the "Joinder Agreement") to a ABL/Term Loan Intercreditor Agreement, dated as
of
In connection with the Term Loan Agreement and Third Intercreditor Amendment,
the Company also entered into on the Closing Date a Consent and Amendment No. 2
to Credit Agreement ("Amendment No. 2") with respect to the Credit Agreement
dated as of
Proceeds from the Term Loan were used to refinance and repay in full all amounts
outstanding under the Amended and Restated Term Loan Agreement, dated as of
Maturity, Amortization and Prepayment
The Term Loan amortizes in quarterly principal payments of
Subject to certain exceptions, the Term Loan will be subject to
mandatory pre-payments equal to (i) 100% of the net cash proceeds from issuances
or incurrence of debt by the Company or any of its restricted subsidiaries
(other than with respect to certain permitted indebtedness (excluding any
refinancing indebtedness); (ii) 100% (with step-downs to 50% and 0% based on
achievement of specified net leverage ratios) of the net cash proceeds from
certain sales or dispositions of assets by the Company or any of its restricted
subsidiaries in excess of a certain amount and subject to reinvestment
provisions and certain other exceptions; and (iii) 50% (with step-downs to 25%
and 0% based upon achievement of specified net leverage ratios) of excess cash
flow of the Company and its restricted subsidiaries in excess of
Security and Guarantees
Subject to certain exceptions, all of the obligations under the Term Loan will be guaranteed by all of the existing and future restricted subsidiaries of the Company (the "Guarantors").
All obligations under the Term Loan and the guarantees of those obligations, will be secured by substantially all of the assets of the Company and the Guarantors subject to certain exceptions and permitted liens, including, a first-priority security interest in such assets that constitute Term Loan First Lien Collateral and a second-priority security interest in such assets that constitute ABL First Lien Collateral. "ABL First Lien Collateral" includes, subject to certain exceptions, substantially all presently owned and after-acquired accounts, inventory, rights of an unpaid vendor
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with respect to inventory, deposit accounts, commodity accounts, securities accounts and lock boxes, investment property (other than the equity interests of the Guarantors), cash and cash equivalents, and instruments, chattel paper and certain general intangibles pertaining to the foregoing, and books and records, supporting obligations and documents and related letters of credit, commercial tort claims or other claims related to or given in exchange of any of the foregoing, and proceeds of each of the foregoing.
"Term Loan First Lien Collateral" subject to certain exceptions, consists of assets that are not ABL First Lien Collateral.
Interest Rates
Loans under the Term Loan facility will bear interest based on, at the Company's election, either the base rate or the Eurodollar rate plus, in each case, an . . .
Item 1.02. Termination of a Material Definitive Agreement.
On the Closing Date, the Company terminated the 2019 Term Loan Agreement and
repaid all outstanding obligations thereunder using proceeds from the Term Loan
facility. In connection with the termination of the 2019 Term Loan Agreement,
all security interests and pledges granted to the secured parties thereunder
were terminated and released. The Company did not incur any early termination
penalties in connection with the termination of the 2019 Term Loan Agreement. A
description of the 2019 Term Loan Agreement is included in the Company's Current
Report on Form 8-K filed on
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures under Item 1.01 of this Current Report on Form 8-K relating to the Term Loan Agreement are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On
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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Term Loan Credit Agreement, datedDecember 14, 2021 , by and amongInstalled Building Products, Inc. , the lenders party thereto from time to time, Royal Bank of Canada, as term administrative agent and term collateral agent, andRBC Capital Markets ,BofA Securities, Inc. andGoldman Sachs Bank USA as joint lead arrangers and joint bookrunners andLoop Capital Markets LLC ,U.S. Bank National Association ,KeyBanc Capital Markets Inc. andPNC Capital Markets LLC as co-managers.(1) 10.2 ABL/Term Loan Intercreditor Agreement, datedApril 13, 2017 , by and amongInstalled Building Products, Inc. ,SunTrust Bank , as ABL agent, Royal Bank of Canada, as term loan agent, and each of the agents and certain of the Company's subsidiaries from time to time party thereto (incorporated by reference from Exhibit 10.3 to the Company's Form 8-K filed with theSecurities and Exchange Commission onApril 17, 2017 ). 10.3 Third Amendment to ABL/Term Loan Intercreditor Agreement, datedDecember 14, 2021 , by and amongInstalled Building Products, Inc. ,Bank of America, N.A ., as ABL agent, Royal Bank of Canada, as collateral agent and certain of the Company's subsidiaries from time to time party thereto. 10.4 Lien Sharing and Priority Confirmation Joinder, datedDecember 14, 2021 , amongInstalled Building Products, Inc. , the guarantors named therein,Bank of America, N.A ., as ABL agent, and Royal Bank of Canada, as collateral agent under the Term Loan Agreement. 10.5 Term Collateral Agreement, datedDecember 14, 2021 , amongInstalled Building Products, Inc. , certain of its subsidiaries and Royal Bank of Canada, as term collateral agent.(1) 10.6 Term Guarantee Agreement, datedDecember 14, 2021 , among certain ofInstalled Building Products, Inc.'s subsidiaries and Royal Bank of Canada, as term collateral agent.(1)
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10.7 Consent and Amendment No. 2 to Credit Agreement, datedDecember 14, 2021 , by and amongInstalled Building Products, Inc. , the financial institutions party thereto andBank of America N.A ., as administrative agent.(1) 99.1 Press Release ofInstalled Building Products, Inc. datedDecember 14, 2021 . 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
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