UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 9, 2010 (December 3, 2010)
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-14315
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76-0127701 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number) |
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| 10943 North Sam Houston Parkway West |
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| Houston, Texas
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77064 |
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(Zip Code) |
Registrant’s telephone number, including area code: (281) 897-7788
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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
Amendment of the ABL Facility
On
December 3, 2010, NCI Building Systems, Inc. (the “Company”),
Steelbuilding.com, Inc. (together
with the Company, the “Guarantors”) and the Company’s subsidiaries NCI Group, Inc. and
Robertson-Ceco II Corporation (each a “Borrower” and collectively, the “Borrowers”) entered into
Amendment No. 1 to the Loan and Security Agreement (the “ABL Facility Amendment”) among the
Borrowers, the Guarantors, Wells Fargo Capital Finance, LLC as administrative agent and
co-collateral agent, Bank of America, N.A. as co-collateral agent, General Electric Capital
Corporation as co-collateral agent and certain other Lenders under the Loan and Security Agreement.
Interest Rates. The ABL Facility Amendment amends the applicable margin on the outstanding
borrowings to be the applicable percentage set forth below based on the quarterly excess
availability under such facility, subject to certain exceptions provided for in the ABL Facility
Amendment.
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Applicable |
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Eurodollar Rate |
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Applicable |
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Quarterly Average Excess Availability |
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Margin |
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Base Rate Margin |
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1 |
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Equal to or greater than $60,000,000 |
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2.50 |
% |
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1.50 |
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2 |
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Greater than or equal to
$30,000,000 but less than $60,000,000 |
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2.75 |
% |
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1.75 |
% |
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3 |
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Less than $30,000,000 |
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3.00 |
% |
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2.00 |
% |
Unused Line Fee. The ABL Facility Amendment reduces the monthly fee paid for unused amounts
available under the ABL Facility from 1% (per annum) or 0.75% (per annum) based on the average
daily balance of loans and letters of credit obligations outstanding to an annual rate of .5%.
Payment of Cash Dividends. The ABL Facility Amendment also permits the Company to pay a
cash dividend or other payments once each calendar quarter in an aggregate amount not to exceed
$6,500,000, provided certain excess availability conditions or excess availability conditions and a
fixed charge coverage ratio under the ABL Facility are satisfied.
Amendment Fee. The Borrowers paid a $25,000 amendment fee on the date that the ABL Facility
Amendment became effective.
The ABL Facility Amendment contains customary representations and warranties of the
Borrowers and Guarantors.
This description of the ABL Facility Amendment set forth herein is summary in nature and is
qualified in its entirety by reference to the text of the ABL Facility Amendment, a copy of which
is attached as Exhibit 2.1 and is incorporated herein by reference.
Certain of the lenders under the ABL Facility and their affiliates have, from time to time,
provided investment banking and financial advisory services to the Borrowers and Guarantors and
their affiliates for which they have received customary fees and commissions. They may provide
these services again from time to time in the future.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included in Item 1.01 of this Form 8-K is hereby
incorporated into this Item 2.03.