ELKHART,
Ind., Oct. 7, 2024 /PRNewswire/ -- Patrick
Industries, Inc. (NASDAQ: PATK) ("Patrick" or the "Company") today
announced the pricing of its upsized private offering of
$500 million aggregate principal
amount of its 6.375% Senior Notes due 2032 (the "Notes") in a
private placement exempt from registration under the Securities Act
of 1933 (the "Securities Act"). The size of the
offering reflects an increase of $100
million in aggregate principal amount of the Notes from the
previously announced offering size of $400
million. The offering is expected to close on or about
October 22, 2024, subject to certain
closing conditions.
Patrick intends to use the net proceeds from the offering to
redeem all of its $300 million
aggregate principal amount of 7.500% Senior Notes due 2027, repay a
portion of its borrowings under its existing senior secured credit
facility and pay fees and expenses in connection with the
foregoing.
Concurrently with the completion of the offering, the Company
plans to amend and restate the credit agreement governing its
existing $925 million senior secured
credit facility to establish a new $1.0
billion senior secured credit facility consisting of an
$875 million revolving credit
facility and a $125 million term
loan. The maturity date for borrowings under the new senior secured
credit facility is expected to be extended to October 2029. The new senior secured credit
facility is expected to replace the Company's existing credit
facility that is due to mature in August
2027.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Notes, nor shall there be any
sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.
The Notes and related guarantees have not been registered under
the Securities Act, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. Any offers of
the Notes will be made only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to non-U.S. persons outside the United States in compliance with
Regulation S under the Securities Act. The Notes being offered have
not been approved or disapproved by any regulatory authority, nor
has any such authority passed upon the accuracy or adequacy of the
applicable private offering memorandum.
About Patrick Industries, Inc.
Patrick (NASDAQ: PATK) is a leading component solutions provider
serving the RV, Marine, Powersports and Housing markets. Since
1959, Patrick has empowered manufacturers and outdoor enthusiasts
to achieve next-level recreation experiences. Our customer-focused
approach brings together design, manufacturing, distribution, and
transportation in a full solutions model that defines us as a
trusted partner. Patrick is home to more than 85 leading brands,
all united by a commitment to quality, customer service, and
innovation. Headquartered in Elkhart,
IN, Patrick employs approximately 10,000 skilled team
members throughout the United
States. For more information on Patrick, our brands, and
products, please visit www.patrickind.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain statements within the
meaning of Private Securities Litigation Reform Act of 1995
that are forward-looking in nature, including, without limitation,
the completion, timing, terms and use of proceeds of the Notes
offering and the proposed new senior secured credit facility. The
forward-looking statements are based on current expectations and
our actual results may differ materially from those projected in
any forward-looking statement. There can be no assurance that any
forward-looking statement will be realized or that actual results
will not be significantly different from that set forth in such
forward-looking statement. Factors that could cause actual results
to differ materially from those in forward-looking statements
included in this press release include, without limitation: the
ability to complete the terms of the offering and to enter into a
new senior secured credit facility on anticipated terms or at all;
adverse economic and business conditions, including cyclicality and
seasonality in the industries we sell our products; the financial
condition of our customers or suppliers; the loss of a significant
customer; changes in consumer preferences; declines in the level of
unit shipments or reduction in growth in the markets we serve; the
availability of retail and wholesale financing for RVs, watercraft
and powersports products, and residential and manufactured homes;
pricing pressures due to competition; costs and availability of raw
materials, commodities and energy and transportation; supply chain
issues, including financial problems of manufacturers or suppliers
and shortages of adequate materials or manufacturing capacity; the
challenges and risks associated with doing business
internationally; challenges and risks associated with importing
products, such as the imposition of duties, tariffs or trade
restrictions; the ability to manage our working capital, including
inventory and inventory obsolescence; the availability and costs of
labor and production facilities and the impact of labor shortages;
fuel shortages or high prices for fuel; any interruptions or
disruptions in production at one of our key facilities; challenges
with integrating acquired businesses; the impact of the
consolidation and/or closure of all or part of a manufacturing or
distribution facility; an impairment of assets, including goodwill
and other long-lived assets; an inability to attract and retain
qualified executive officers and key personnel; the effects of
union organizing activities; the impact of governmental and
environmental regulations, and our inability to comply with them;
changes to federal, state, local or certain international tax
regulations; unusual or significant litigation, governmental
investigations, or adverse publicity arising out of
alleged defects in products, services, perceived
environmental impacts, or otherwise; public health emergencies or
pandemics, such as the COVID-19 pandemic; our level of
indebtedness; our inability to comply with the covenants contained
in the existing senior secured credit facility or the new senior
secured credit facility; an inability to access capital when
needed; the settlement or conversion of our notes; fluctuations in
the market price for our common stock; an inability of our
information technology systems to perform adequately; any
disruptions in our business due to an IT failure, a cyber-incident
or a data breach; any adverse results from our evaluation of our
internal controls over financial reporting under Section 404 of the
Sarbanes-Oxley Act of 2002; certain provisions in our Articles of
Incorporation and Amended and Restated By-laws that may delay,
defer or prevent a change in control; adverse conditions in the
insurance markets; and the impact on our business resulting from
wars and military conflicts, such as war in Ukraine and evolving conflict in the
Middle East.
There can be no assurance that any forward-looking statement
will be realized or that actual results will not be significantly
different from that set forth in such forward-looking statement.
The Company does not undertake to publicly update or revise any
forward-looking statements. Information about certain risks
that could affect our business and cause actual results to differ
from those express or implied in the forward-looking statements are
contained in the section entitled "Risk Factors" in the Company's
Annual Report on Form 10-K for the year ended December 31, 2023, and in the Company's Forms
10-Q for subsequent quarterly periods, which are filed with the
Securities and Exchange Commission ("SEC") and are available on the
SEC's website at www.sec.gov. Each forward-looking statement
speaks only as of the date of this press release, and we undertake
no obligation to update any forward-looking statement to reflect
events or circumstances occurring after the date on which it is
made. Prospective purchasers are cautioned not to place undue
reliance on these forward-looking statements.
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SOURCE Patrick Industries, Inc.