PATRICK INDUSTRIES, INC. (NASDAQ:PATK) Files An 8-K Regulation FD Disclosure
Item7.01 Regulation FD Disclosure.
A copy of the press release announcing the pricing of the
Offering is attached hereto as Exhibit 99.1, which is
incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, such
press release shall not be deemed filed for the purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that
section, nor shall such information and exhibits be deemed
incorporated by reference into any filing under the Securities
Act or the Securities Exchange Act of 1934 unless specifically
identified therein as being incorporated therein by reference.
Item8.01 Other Events
On March8, 2017, Patrick Industries, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Merrill Lynch, Pierce, Fenner Smith Incorporated, Wells Fargo
Securities, LLC, and Robert W. Baird Co. Incorporated, and each
of the other Underwriters named in Schedule A thereto (the
Underwriters), to which the Company agreed to sell 1,350,000
shares of common stock (the Shares), no par value, to the
Underwriters (the Offering) and granted the Underwriters a 30-day
option to purchase from the Company up to an additional 202,500
shares of its common stock. The Company will receive total gross
proceeds (before underwriters discounts and commissions) of
approximately $98.6million from the Offering, assuming that the
option to purchase additional shares is not exercised.
The Shares will be issued under the Companys shelf registration
statement on Form S-3 (No. 333-204777) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the Securities Act). The material terms of the
Offering are described in the prospectus supplement dated March8,
2017.
The Offering is
expected to close on March14, 2017, subject to the satisfaction
of the closing conditions set forth in the Underwriting
Agreement. Under the Underwriting Agreement, the Company has also
agreed to indemnify the Underwriter against certain liabilities,
or to contribute to payments that the Underwriter may be required
to make in respect of those liabilities.
Some of the
Underwriters and their affiliates have engaged in, and may in the
future engage in, investment banking and other commercial
dealings in the ordinary course of business with the Company or
its affiliates. They have received, or may in the future receive,
customary fees and commissions for these transactions.
The foregoing
description of the Underwriting Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by
reference to, the Underwriting Agreement, which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and incorporated
by reference herein.
In connection with
the Offering, McDermott Will Emery LLP rendered their opinion as
to the validity of the shares of common stock to be sold in the
Offering, which opinion is filed as Exhibit 5.1 hereto and is
incorporated by reference herein.
Item9.01
Financial Statements and Exhibits
(d)
Exhibits
|
ExhibitNo. |
Description |
|
| 5.1 |
Opinion of McDermott Will Emery LLP with respect to the validity of the shares |
|
| 23.1 | Consent of McDermott Will Emery LLP (included in Exhibit 5.1) | |
| 99.1 | Underwriting Agreement, dated as of March8, 2017 | |
| 99.2 | Press release dated March8, 2017 |
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. PATRICK INDUSTRIES, INC. (NASDAQ:PATK) Recent Trading Information
PATRICK INDUSTRIES, INC. (NASDAQ:PATK) closed its last trading session 00.00 at 71.10 with 215,731 shares trading hands.
