Current Report Filing (8-k)
July 25 2022 - 4:02PM
Edgar (US Regulatory)
0001650729
false
0001650729
2022-07-22
2022-07-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 25, 2022 (July 22, 2022)
SiteOne Landscape Supply, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-37760 |
|
46-4056061 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
300 Colonial Parkway, Suite 600
Roswell, Georgia | |
30076 |
(Address of principal executive offices) | |
(Zip Code) |
Registrant’s telephone number, including area code:
(470) 277-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class | |
Trading Symbol | |
Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share | |
SITE | |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405)
or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. |
Entry into a Material Definitive Agreement. |
SiteOne
Landscape Supply, Inc. (the “Company”) announced that certain of its subsidiaries have entered into the Seventh Amendment
to Credit Agreement, dated as of July 22, 2022 (the “Seventh Amendment”), by and among SiteOne Landscape Supply
Holding, LLC (“Holding”) and SiteOne Landscape Supply, LLC, as borrowers (collectively, the “Borrowers”), JPMorgan
Chase Bank, N.A. (the “New Agent”), as administrative agent and collateral agent, the several banks and other financial institutions
party thereto and certain other parties party thereto from time to time. The Seventh Amendment amends and restates the Credit Agreement,
dated as of December 23, 2013, among the Borrowers, the lenders and other financial institutions from time to time party thereto and UBS
AG, Stamford Branch (the “Existing Agent”) as administrative agent and collateral agent (as amended prior to July 22, 2022,
the “Existing Credit Agreement” and, as so amended and restated pursuant to the Seventh Amendment, the “Amended and
Restated Credit Agreement”) in order to, among other things, (i) increase the aggregate principal amount of the commitments
under the Existing Credit Agreement to $600 million, (ii) extend the final scheduled maturity of the revolving credit facility
under the Existing Credit Agreement, (iii) establish an alternate rate of interest to the LIBOR rate under the Existing Credit
Agreement, (iv) replace the Existing Agent as administrative and collateral agent with the New Agent and (v) make
such other changes to the Existing Credit Agreement as agreed among the Borrowers and the lenders. Proceeds of the initial borrowings
under the Amended and Restated Credit Agreement on the closing date were used, among other things, (i) to repay in full the
loans outstanding under the Existing Credit Agreement immediately prior to effectiveness of the Seventh Amendment, (ii) to
pay fees and expenses related to the Seventh Amendment and the Amended and Restated Credit Agreement and (iii) for working capital
and other general corporate purposes.
Loans under the Amended and Restated Credit Agreement
will bear interest, at Holding’s option, at either (i) an adjusted term SOFR rate equal to term SOFR plus 0.10% (subject
to a floor of 0.00%) plus an applicable margin of 1.25% or 1.50% or (ii) an alternate base rate plus an applicable margin
of 0.25% or 0.50%, in each case depending on average daily excess availability under the Amended and Restated Credit Agreement, and in
each case subject to a 0.125% reduction when the Consolidated Total Leverage Ratio (as defined in the Amended and Restated Credit Agreement)
is less than 1.50:1.00. Additionally, undrawn commitments under the Amended and Restated Credit Agreement bear a commitment fee of 0.20%
or 0.25%, depending on the average daily undrawn portion of the commitments under the Amended and Restated Credit Agreement. The loans
under the Amended and Restated Credit Agreement will mature, and the commitments under the Amended and Restated Credit Agreement will
terminate, on July 22, 2027.
The foregoing summary is qualified in its entirety
by reference to the text of the Seventh Amendment and the Amended and Restated Credit Agreement, which are filed as Exhibit 10.1 hereto
and are 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 contained in Item 1.01 concerning
the Company’s direct financial obligations under the Amended and Restated Credit Agreement is hereby incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
| |
| (d) Exhibits |
Exhibit No. |
|
Description |
|
10.1 |
|
Seventh Amendment to Credit Agreement, dated as of July 22, 2022, by and among SiteOne Landscape Supply Holding, LLC, SiteOne Landscape Supply, LLC, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the several banks and other financial institutions party thereto. |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
SITEONE LANDSCAPE SUPPLY, INC. |
|
|
|
By: |
/s/ Briley Brisendine |
|
|
Name: |
Briley Brisendine |
|
|
Title: |
Executive Vice President, General Counsel and Secretary |
Date: July 25, 2022
SiteOne Landscape Supply (NYSE:SITE)
Historical Stock Chart
From Aug 2024 to Sep 2024
SiteOne Landscape Supply (NYSE:SITE)
Historical Stock Chart
From Sep 2023 to Sep 2024