UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On January 17, 2023, Builders FirstSource, Inc. (the “Company”) extended the maturity date of a portion of the existing $1,800.0 million revolving facility (the “Previous Revolving Facility”) with Truist Bank (as successor by merger to SunTrust Bank), as administrative agent and collateral agent, and the lenders and financial institutions party thereto, pursuant to an amendment to the amended and restated ABL credit agreement governing the Previous Revolving Facility (as amended, the “New ABL Credit Agreement”).
The New ABL Credit Agreement provides for, subject to availability under the borrowing base thereunder, (x) revolving credit financings of up to $1,620.0 million with a maturity date of January 17, 2028 (the “Extended ABL Revolver”) and (y) revolving credit financings of up to $180.0 million with a maturity date of December 17, 2026 (the “Non-Extended ABL Revolver”). Truist Bank continues to serve as administrative agent and collateral agent under the New ABL Credit Agreement.
At the Company’s option, loans under the New ABL Credit Agreement will bear interest based on either the secured overnight financing rate or base rate (a rate equal to the highest of an agreed benchmark rate commercially available, the federal funds effective rate plus 0.50% and the secured overnight financing rate plus 1.00%) plus, in each case, an applicable margin. The applicable margin will be (i) in respect of the loans under the Extended ABL Revolver, (x) 1.60%, 1.35% or 1.10% in the case of secured overnight financing rate loans (based on a measure of availability under the Extended ABL Revolver) and (y) 0.50%, 0.25% or 0.00% in the case of base rate loans (based on a measure of availability under the Extended ABL Revolver) and (ii) in respect of the loans under the Non-Extended ABL Revolver, (x) 1.60% or 1.35% in the case of secured overnight financing rate loans (based on a measure of availability under the Non-Extended ABL Revolver) and (y) 0.50% or 0.25% in the case of base rate loans (based on a measure of availability under the Non-Extended ABL Revolver), as applicable. In addition, the Company will pay customary commitment fees and letter of credit fees under the agreement governing the Extended ABL Revolver and the Non-Extended ABL Revolver. The commitment fees will vary based upon a measure of our utilization under the Extended ABL Revolver or the Non-Extended ABL Revolver, as applicable.
The New ABL Credit Agreement did not make any other material changes to the material terms of the Previous Revolving Facility.
The foregoing summary of the New ABL Credit Agreement is qualified in its entirety by reference to the actual Amendment No. 6 to Credit Amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
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 is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are included as part of this Current Report:
| Exhibit Number |
Description | |
| 10.1 | Amendment No. 6 to Credit Agreement, dated as of January 17, 2023, by and among the Company, Truist Bank (as successor by merger to SunTrust Bank), as administrative agent and collateral agent, and the lenders party thereto. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
Signature
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.
| BUILDERS FIRSTSOURCE, INC. | ||
| By: | /s/ Timothy D. Johnson | |
| Name: | Timothy D. Johnson | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Dated: January 23, 2023