UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 20, 2018 (December 20, 2018)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-22462 | 16-1445150 | ||
(State or other jurisdiction of incorporation ) | (Commission File Number) | (IRS Employer Identification No.) | ||
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
(716) 826-6500
(Registrant’s telephone number, including area code)
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))
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. ¨
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TABLE OF CONTENTS
Item 8.01 Other Events | 3 | ||||
Item 9.01 Financial Statements and Exhibits | 3 | ||||
EX - 99.1 | |||||
SIGNATURE | 4 | ||||
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Item 8.01 Other Events
On December 20, 2018, Gibraltar Industries, Inc. (the “Company”) announced, by press release, the delivery of a notice of redemption (the “Notice”) to the trustee of the outstanding Senior Subordinated 6.25% Notes, due February 1, 2021 (the “Notes”), issued by the Company and guaranteed by certain of the Company’s subsidiaries. The Notice calls for the redemption of all of the aggregate $210 million principal amount of the Notes effective as of February 1, 2019. The redemption price for the Notes is equal to the outstanding principal amount of the Notes, plus accrued and unpaid interest to the redemption date, in accordance with the provisions of the indenture governing the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a)-(c) Not Applicable
(d) Exhibits:
Exhibit No. | Description | |
Press Release issued by Gibraltar Industries, Inc. on December 20, 2018 | ||
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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.
GIBRALTAR INDUSTRIES, INC. | ||||
Date: | December 20, 2018 | |||
By: | /s/ Timothy F. Murphy | |||
Timothy F. Murphy | ||||
Senior Vice President and Chief Financial Officer | ||||
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Gibraltar Industries to Redeem Senior Subordinated 6.25% Notes
Repayment of $210 Million of Fixed Rate Debt to Save $13 Million in Annual Interest Payments
Company Maintains Access to Capital to Execute on Four-Pillar Strategy
Buffalo, N.Y., December 20, 2018 - Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and distributor of building products for the residential, industrial, infrastructure, and renewable energy and conservation markets, today announced that as a result of its strong balance sheet, the Company will redeem all of its Senior Subordinated 6.25% Notes, which are due February 1, 2021. Gibraltar anticipates annualized savings of $13 million in interest payments from the repayment of the Notes, which will occur on February 1, 2019. On a pro forma basis, the reduced interest expense will result in a $0.24 increase to diluted earnings per share annually.
In addition, the Company is negotiating an amendment of its revolving credit facility to increase the amount of credit available to the Company and provide additional flexibility with respect to its borrowings under this facility. The Company expects to complete the amendment to its credit facility in January 2019. There are no amounts currently outstanding under its revolving credit facility and the Company plans to repay the Notes with cash on hand without any need to borrow against the facility.
“Our strong balance sheet and cash flow enables us to complete the early repayment of our 6.25% Notes and generate significant annual savings,” said President and CEO Frank Heard. “With the repayment of our notes and the amendment to our credit facility, we will maintain access to capital to continue pursuing strategic acquisitions in target markets while securing significant cash interest savings.”
About Gibraltar
Gibraltar Industries is a leading manufacturer and distributor of building products for the residential, industrial, infrastructure, and renewable energy and conservation markets. With a four-pillar strategy focused on operational improvement, product innovation, portfolio management and acquisitions, Gibraltar’s mission is to drive best-in-class performance. Gibraltar serves customers primarily throughout North America and to a lesser extent Asia. Comprehensive information about Gibraltar can be found on its website at www.gibraltar1.com.
Safe Harbor Statement
Information contained in this news release, other than historical information, contains forward-looking statements and is subject to a number of risk factors, uncertainties, and assumptions. Risk factors that could affect these statements include, but are not limited to, the following: the availability of raw materials and the effects of changing raw material prices on the Company’s results of operations; energy prices and usage; changing demand for the Company’s products and services; changes in the liquidity of the capital and credit markets; risks associated with the integration and performance of acquisitions; and changes in interest and tax rates. In addition, such forward-looking statements could also be affected by general industry and market conditions, as well as macroeconomic factors including government monetary and trade policies, such as tariffs and expiration of tax credits along with currency fluctuations and general political conditions. Other risks and uncertainties that arise from time to time are described in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law or regulation.
Contact
Timothy Murphy
Chief Financial Officer
716-826-6500 ext. 3277
tfmurphy@gibraltar1.com