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): April 15, 2021
GMS INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37784 | | 46-2931287 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
100 Crescent Centre Parkway, Suite 800
Tucker, Georgia 30084
(Address of principal executive offices, including zip code)
(800) 392-4619
(Registrant’s telephone number, including area code)
N/A
(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 or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | | GMS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01 Other Events
On April 15, 2021, GYP Holdings III Corp. (the “Company”), an indirect wholly-owned subsidiary of GMS Inc. (“GMS”), announced that it has entered into an agreement to sell $350.0 million aggregate principal amount of its senior notes due 2029 (the “Senior Notes”) in a private offering in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended. The Senior Notes will bear interest at an annual rate of 4.625%. The Senior Notes will be issued at par. The Company expects to close the offering on or about April 22, 2021, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering of the Senior Notes to repay a portion of the Company’s outstanding borrowings under its senior secured term loan facility. A copy of the press release announcing this matter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.
Item 9.01 Financial Statements and Exhibits
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.
GMS INC.
(Registrant)
| | | |
| By: | /s/ Scott M. Deakin | |
| | Scott M. Deakin | |
| | Chief Financial Officer | |
Dated: April 15, 2021
