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 9, 2020
Eagle Materials Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-12984 | 75-2520779 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
5960 Berkshire Ln., Suite 900 Dallas, Texas | 75225 | |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number including area code: (214) 432-2000
Not Applicable
(Former name or former address, if changed from 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(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value | EXP | 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 1.01. | Entry into a Material Definitive Agreement. |
Credit Agreement Amendment
On April 9, 2020, Eagle Materials Inc. (the “Company”) entered into Amendment No. 4 to Third Amended and Restated Credit Agreement with the lenders identified therein and JPMorgan Chase Bank, N.A., as the administrative agent, issuing bank and swingline lender thereunder (“Amendment No. 4”), which amended that certain Third Amended and Restated Credit Agreement, dated as of October 30, 2014, by and among the same parties (as amended by that certain Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of August 10, 2015, that certain Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of July 28, 2016, and that certain Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of December 20, 2019, and as supplemented by that certain Increasing Lender Supplement, dated as of May 24, 2019, the “Existing Revolving Credit Agreement” and, as further amended by Amendment No. 4, the “Amended Revolving Credit Agreement”).
Amendment No. 4 amends the Existing Revolving Credit Agreement to, among other things, (i) extend the maturity date with respect to certain of the lender commitments thereunder from August 2, 2021 to August 2, 2022, (ii) modify the financial covenants to increase the maximum leverage that the Company (on a consolidated basis) is required to maintain, (iii) increase the pricing of borrowings based on the then-existing Leverage Ratio, which is defined in the Amended Revolving Credit Agreement and which is based on the ratio of the Company’s consolidated indebtedness to consolidated EBITDA, and (iv) further restrict the Company or its Restricted Subsidiaries (as defined in the Amended Revolving Credit Agreement) from making Restricted Payments (as defined in the Amended Revolving Credit Agreement) with certain exceptions, including no Default (as defined in the Amended Revolving Credit Agreement) and based on a pro forma consolidated Leverage Ratio (as defined in the Amended Revolving Credit Agreement).
The foregoing description of Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 4, which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Term Loan Agreement
On April 9, 2020, the Company entered into Amendment No. 1 to Credit Agreement (the “Term Loan Agreement Amendment”), among the Company, certain banks and financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, which amended that certain Credit Agreement, dated as of December 20, 2019, by and among the same parties (the “Existing Term Loan Agreement” and, as amended by the Term Loan Agreement Amendment, the “Amended Term Loan Agreement”).
The Term Loan Agreement Amendment amends the Existing Term Loan Credit Agreement to, among other things, (i) extend the maturity date from August 2, 2021 to August 2, 2022, (ii) modify the financial covenants to increase the maximum leverage that the Company (on a consolidated basis) is required to maintain, (iii) increase the pricing of borrowings based on the Leverage Ratio, which is defined in the Amended Term Loan Agreement and which is based on the ratio of the Company’s consolidated indebtedness to consolidated EBITDA, and (iv) further restrict the Company or its Restricted Subsidiaries (as defined in the Amended Term Loan Agreement) from making Restricted Payments (as defined in the Amended Term Loan Agreement) with certain exceptions, including no Default (as defined in the Amended Term Loan Agreement) and based on a pro forma consolidated Leverage Ratio (as defined in the Amended Term Loan Agreement).
The foregoing description of the Term Loan Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Term Loan Agreement Amendment, which is attached as Exhibit 10.2 to this Current Report and is incorporated herein by reference.
| Item 8.01. | Other Events. |
On April 13, 2020, the Company issued a press release providing business updates related to the COVID-19 pandemic. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit | Description | |||||
10.1 | ||||||
10.2 | ||||||
99.1 | Press Release of Eagle Materials Inc., dated April 13, 2020. | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||
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.
EAGLE MATERIALS INC. | ||
By: | /s/ James H. Graass | |
James H. Graass | ||
Executive Vice President, General | ||
Counsel and Secretary | ||
Date: April 13, 2020