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): March 29 , 2019

LCI INDUSTRIES
(Exact name of registrant as specified in its charter)
Delaware 001-13646 13-3250533
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
3501 County Road 6 East, Elkhart, Indiana 46514 
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (574) 535-1125
N/A
(Former name or former address, if changed since 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 ( see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) 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. ☐


Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On March 29, 2019, Lippert Components, Inc. (“Lippert”), a wholly owned subsidiary of LCI Industries (the “Registrant”), issued 3.80% Series B Senior Notes due March 29, 2022 in the aggregate principal amount of $50 million to certain affiliates of PGIM, Inc. (“Prudential”) (the “Series B Notes”). The Series B Notes were issued pursuant to that certain Fourth Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 27, 2016, among Lippert, the Registrant and Prudential and certain affiliates of Prudential (the “Note Purchase Agreement”). The net proceeds of the Series B Notes were used to repay the 3.35% Series A Notes issued under the Note Purchase Agreement. Following the issuance of the Series B Notes, senior promissory notes in the aggregate principal amount of $50 million are outstanding under the Note Purchase Agreement. Subsequent series of senior promissory notes may be issued from time to time pursuant to the Note Purchase Agreement until March 30, 2020, subject to the satisfaction of certain conditions set forth in the Note Purchase Agreement. Prudential has no obligation to purchase any additional series of senior promissory notes.

Interest on the Series B Notes is payable quarterly in arrears. Lippert may prepay at any time all, or from time to time any part of, the outstanding principal amount of the Series B Notes, subject to the payment of a Yield Maintenance Amount (if any). The Series B Notes are subject to the terms of the Note Purchase Agreement, which contains customary events of default and covenants related to limitations on indebtedness and transactions with affiliates and the maintenance of certain financial ratios.

The foregoing description of the Series B Notes is qualified in its entirety by reference to the provisions of the Series B Notes, a form of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the Note Purchase Agreement, which was filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on May 3, 2016.

Item 9.01   Financial Statements and Exhibits

(d)   Exhibits

         Exhibit Index :


Exhibit No.
Description
Form of Series B Note of Lippert Components, Inc. issued pursuant to the Fourth Amended and Restated Note Purchase and Private Shelf Agreement

Fourth Amended and Restated Note Purchase and Private Shelf Agreement dated as of April 27, 2016, by and among PGIM, Inc. and Affiliates, and Lippert Components, Inc., guaranteed by LCI Industries (formerly Drew Industries Incorporated) (incorporated by reference to Exhibit 10.7 included in the Registrant's Form 8-K filed May 3, 2016).




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.
LCI INDUSTRIES
(Registrant)
By: /s/ Brian M. Hall
Brian M. Hall
Chief Financial Officer
Dated: April 2, 2019


Exhibit 10.1
LIPPERT COMPONENTS, INC.

SENIOR NOTE

No. RB-[__]
Original Principal Amount:
$[_________]
Original Issue Date:
March 29, 2019
Interest Rate:
3.80%
Interest Payment Dates:
March 29, June 29, September 29 and December 29 of each year, commencing on June 29, 2019
Final Maturity Date:
March 29, 2022
Principal Installment Dates and Amounts:
None
PPN:
[__________]

FOR VALUE RECEIVED , the undersigned, LIPPERT COMPONENTS, INC. , a corporation organized and existing under the laws of the State of Delaware (the “ Issuer ”), hereby promises to pay to [___________________________], or registered assigns, the principal sum of [_______________________] DOLLARS ($[_________]) on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year, 30-day month) (a) subject to clause (b), on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) following the occurrence and during the continuance of an Event of Default, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand) on the unpaid balance of the principal, any overdue payment of interest, any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the greater of (i) 5.80% or (ii) 2% over the rate of interest publicly announced by The Bank of New York from time to time in New York City as its prime rate.

Payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to this Note are to be made at the main office of The Bank of New York in New York City or at such other place as the holder hereof shall designate to the Issuer in writing, in lawful money of the United States of America.

This Note is one of the Shelf Notes (herein called the “ Notes ”) issued pursuant to a Fourth Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 27, 2016 (as the same may from time to time be amended, amended and restated, supplemented or otherwise modified, the “ Agreement ”), between the Issuer and the Parent, on the one hand, and the other Persons named as parties thereto, on the other, and is entitled to the benefits thereof. As provided in the Agreement, this Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.



This Note is secured by, and entitled to the benefits of, the Collateral described in the Pledge Agreement. Reference is made to the Pledge Agreement for the terms and conditions governing the collateral security for the obligations of the Issuer hereunder.

Payment of the principal of, and Yield-Maintenance Amount, if any, and interest on this Note has been guaranteed by the Parent in accordance with the terms of the Agreement and by the Subsidiary Guarantors in accordance with the terms of the Subsidiary Guaranty.

This Note is a registered Note and, as provided in and subject to the terms of the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuer may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuer shall not be affected by any notice to the contrary.

In case an Event of Default, as defined in the Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount) and with the effect provided in the Agreement.


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This Note is intended to be performed in the State of New York and shall be construed and enforced in accordance with the internal law of such State.

LIPPERT COMPONENTS, INC.

By:
Name:
Title: