PATRICK INDUSTRIES, INC. (NASDAQ:PATK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On April 28, 2015, Patrick Industries, Inc. (the "Company" or "Patrick"), Wells Fargo Bank, National Association, as the administrative agent (the "Administrative Agent") and the lenders party thereto (the "Lenders") entered into that certain Amended and Restated Credit Agreement (the "Credit Agreement") where the Lenders agree to make available to the Company a revolving credit facility.
On January 29, 2018, the Company entered into the Fifth Amendment to the Credit Agreement (the "Fifth Amendment") among the Company, Adorn Holdings, Inc., a Delaware corporation (the "Guarantor"), the Lenders and the Administrative Agent. The Fifth Amendment expands the credit facility to $500.0 million by expanding the revolving credit line by $50.0 million to $417.3 million from $367.3 million. The term loan repayment installments of approximately $3.9 million per quarter remain unchanged with the remaining balance due at maturity.
The foregoing description of the Fifth Amendment is qualified in its entirety by reference to the actual agreement, which is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference into this Report.
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 under Item 1.01 above with respect to the Credit Agreement is incorporated herein by reference into this Section 2.03 of this Report.
Item 8.01Other Events.
On January 30, 2018, Patrick Industries, Inc. (the “Company”) announced that its Board of Directors approved a new stock repurchase program for purchasing up to $50 million of the Company's common stock over the next 24 months. Share repurchases may be made from time to time in open market transactions at prevailing market prices, or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are discretionary and will be determined by management and the Board of Directors based upon market and business conditions, stock price and other factors. The repurchase of any shares under the new stock repurchase program will be subject to restrictions under insider trading laws and the Company’s self-imposed blackout periods, as well as the timing of the release of the Company’s financial results for the year ended December 31, 2017 and for subsequent fiscal periods. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which would allow repurchases under pre-set terms at times when the Company might otherwise be prevented from doing so under insider trading laws or because of self-imposed blackout periods.
In addition, the Company announced that its previous stock repurchase program, which was originally announced in January 2016 (the “2016 Repurchase Plan”), expired in January 2018. The Company repurchased in the aggregate 75,153 shares under the 2016 Repurchase Plan at an average price of $31.25 per share for a total cost of approximately $2.35 million.
A copy of the press release announcing the new repurchase program is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
PATRICK INDUSTRIES INC ExhibitEX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND COMMITMENT INCREASE AGREEMENTTHIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND COMMITMENT INCREASE AGREEMENT (this “Fifth Amendment”) is dated and effective as of January 29,…To view the full exhibit click here
About PATRICK INDUSTRIES, INC. (NASDAQ:PATK)
Patrick Industries, Inc. (Patrick) is a manufacturer of component products and distributor of building products and materials for the recreational vehicle (RV) and manufactured housing (MH) industries. The Company operates in two segments: Manufacturing and Distribution. The Company’s manufacturing segment’s lamination operations utilizes various materials, such as lauan, medium density fiberboard (MDF), gypsum, and particleboard, which are bonded by adhesives or a heating process to a number of products, including vinyl, paper, foil and high-pressure laminates. The Company’s distribution segment distributes pre-finished wall and ceiling panels, drywall and drywall finishing products, electronics, wiring, electrical and plumbing products, FRP products, cement siding, interior passage doors, roofing products, laminate and ceramic flooring, shower doors, furniture, fireplaces and surrounds. It also distributes interior and exterior lighting products, and other miscellaneous products.