LCI INDUSTRIES (NYSE:LCII) Files An 8-K Entry into a Material Definitive Agreement

LCI INDUSTRIES (NYSE:LCII) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement

On February 20, 2018, LCI Industries (the “Company”), its wholly owned subsidiaries Lippert Components, Inc. (“Lippert”) and LCI Canada Group, Inc. (together with Lippert, the “Borrowers”), and other subsidiaries of the Company listed on the page thereto, entered into an Incremental Joinder and Amendment (the “Amendment”) with JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank (collectively, the “Lenders”). The Amendment relates to that certain Third Amended and Restated Credit Agreement, dated as of April 27, 2016, among the Company, the Borrowers and the Lenders (the “Credit Agreement”).

to the Credit Agreement, Lippert has the right to request that the maximum amount that may be borrowed under the Credit Agreement be increased by up to $125.0 million, from $200.0 million to up to $325.0 million. Lippert made such a request, and the parties entered into the Amendment, which provides for a $125.0 million increase in the lenders’ revolving credit commitments, resulting in the maximum amount that may be borrowed under the Credit Agreement being $325.0 million. The increased commitment amount was effective on February 20, 2018. In consideration for the increased commitment amount, the Company paid an upfront fee equal to 0.20% of the increased commitment amount. Any borrowings under the increased commitment amount will be subject to the same terms as the Tranche A Revolving Credit Commitments (as set forth and defined in the Credit Agreement). The Credit Agreement was attached as Exhibit 10.1 to a Current Report on Form 8-K filed by the Company on May 3, 2016, and the terms thereof are incorporated herein by reference.

The Amendment also amends the definition of “Interest Period” in the Credit Agreement, to add an additional LIBO Rate (as defined in the Credit Agreement) period of one week. Further, to the Amendment, the Lenders agreed to waive, subject to completion of subsidiary joinders and related actions, certain technical events of default related solely to the failure to provide certain notices and take certain administrative actions in connection with the formation of a new subsidiary of the Company.

The description of the Amendment contained herein is a summary of the material terms of the Amendment, does not purport to be complete, and is qualified in its entirety by reference to the Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

On February 20, 2018, the Company and Lippert also entered into a Waiver to Fourth Amended and Restated Note Purchase and Private Shelf Agreement (the “Waiver”), with PGIM, Inc. (“Prudential”) and each of the purchasers of Series A Notes named therein (the “Noteholders”). The Waiver relates to the Fourth Amended and Restated

Note Purchase and Private Shelf Agreement, dated as of April 27, 2016, among Prudential and affiliates and Lippert, guaranteed by the Company (as amended, the “Shelf Loan Facility”). to the Waiver, the Noteholders agreed to waive, subject to completion of subsidiary joinders and related actions, certain technical events of default related solely to the failure to provide certain notices and take certain administrative actions in connection with the formation of a new subsidiary of the Company.

The description of the Waiver contained herein is a summary of the material terms of the Waiver, does not purport to be complete, and is qualified in its entirety by reference to the Waiver, which is attached to this Current Report on Form 8-K as Exhibit 10.2 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 set forth in Item 1.01 above, along with the Amendment and the Waiver, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, are incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits

Exhibits

10.1Incremental Joinder and Amendment, dated as of February 20, 2018, among Lippert Components, Inc., LCI Canada Group, Inc., LCI Industries, each subsidiary of LCI Industries listed therein, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A. and 1st Source Bank
10.2Waiver to Fourth Amended and Restated Note Purchase and Private Shelf Agreement, dated as of February 20, 2018, among Lippert Components, Inc., LCI Industries, PGIM, Inc. and each of the purchasers of Series A Notes named therein


LCI INDUSTRIES Exhibit
EX-10.1 2 exhibit_101ofform8-k.htm EXHIBIT 10.1 Exhibit INCREMENTAL JOINDER AND AMENDMENTTHIS INCREMENTAL JOINDER AND AMENDMENT (this “Agreement”),…
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About LCI INDUSTRIES (NYSE:LCII)

LCI Industries, formerly Drew Industries Incorporated, through its subsidiary, Lippert Components, Inc. and its subsidiaries (LCI), supplies an array of components for the original equipment manufacturers (OEMs) of recreational vehicles (RVs) and adjacent industries. The Company’s segments include OEM Segment and Aftermarket Segment. The OEM Segment manufactures or distributes an array of components for the OEMs of RVs and adjacent industries, including buses; trailers used to haul boats, livestock, equipment and other cargo; pontoon boats; manufactured homes; modular housing, and mobile office units. The Aftermarket Segment supplies components to the related aftermarket channels of the RV and adjacent industries, primarily to retail dealers, wholesale distributors and service centers. Its products include steel chassis and related components; thermoformed bath, kitchen and other products; vinyl, aluminum and frameless windows; awnings and awning accessories, and other accessories.

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