LCI INDUSTRIES (Form: 8-K, Received: 12/19/2019 16:56:54)

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 19, 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	LCII	New York Stock Exchange

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 1.01 Entry into a Material Definitive Agreement

The information set forth below under Item 2.03 is incorporated into this Item 1.01 by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

On December 19, 2019, Lippert Components, Inc. (“Buyer”), a wholly-owned subsidiary of LCI Industries (the “Registrant”), completed its acquisition (the “Acquisition”) of Curt Acquisition Holdings, Inc. (“Curt”), a leading manufacturer and distributor of branded towing products and truck accessories for the aftermarket, pursuant to the terms of the previously announced Stock Purchase Agreement (the “Purchase Agreement”), dated as of November 21, 2019, by and among Buyer, Curt and Curt Acquisition Holdings, LLC (“Seller”). The Acquisition was accomplished by Buyer’s purchase of all of the outstanding shares of capital stock of Curt from Seller.

Pursuant to the Purchase Agreement, the purchase price paid by Buyer to Seller for the Acquisition was approximately $340.0 million in cash, as adjusted based on closing net working capital, cash, transaction expenses and indebtedness (which transaction expenses and indebtedness were paid by Buyer on behalf of Seller and Curt). Of the purchase price amount, approximately $13.8 million was deposited into escrow accounts at closing for purposes of satisfying certain post-closing purchase price adjustments and indemnification claims.

The consideration paid by Buyer for the Acquisition was funded with a combination of a borrowing of $300.0 million under Buyer’s amended credit facility as well as a combination of available cash and borrowings under its revolving credit facility of $40.0 million. As described further below under Item 2.03, subsequent to the closing of the Acquisition and payment of the related consideration, Buyer entered into and borrowed $300.0 million under an incremental term loan and utilized that full amount to fund the purchase.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2019, and is incorporated herein by reference.

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

On December 19, 2019, the Registrant together with its wholly-owned subsidiaries Buyer, LCI Industries B.V., LCI Industries C.V., and LCI Industries Pte. Ltd. (collectively, the "Company") entered into an Incremental Joinder and Amendment No. 1 (the “Amendment”) which amends the Company’s existing Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) for a

revolving credit facility with JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., and a syndicate of other lenders to, among other things, add a $300.0 million incremental term loan to the credit facility and to expand the facility to allow the Company, upon request, to increase the facility by up to an additional $300.0 million in the form of an increase to the revolving credit facility or one, or more, incremental term loan facilities upon approval of the lenders and receiving certain other consents. As a result of the new incremental term loan, the total borrowing capacity under the Credit Agreement, as amended by the Amendment, increased from $600.0 million to $900.0 million.

On December 19, 2019, following the closing of the Acquisition, the Company borrowed the full $300.0 million term loan and utilized that borrowing to fund the purchase, as described in Item 2.01 above.

The term loan is required to be repaid in an amount equal to 1.25% of the original principal amount of the term loan for the first eight quarterly payments (beginning on March 31, 2020) and then 1.875% of the original principal amount of the term loan for the remaining quarterly payments until the maturity date of December 14, 2023, when any unpaid balance of the term loan is due and payable.

Interest on borrowings under the term loan is designated from time to time by the Company as either: (i) the Alternate Base Rate (defined in the Credit Agreement as the greatest of (a) the Prime Rate of JPMorgan Chase, (b) the federal funds effective rate plus 0.5 percent, and (c) the Adjusted LIBO Rate (as defined in the Credit Agreement) for a one month interest period plus 1.0 percent), plus additional interest ranging from 0.0 percent to 0.625 percent depending on the Company's performance and financial condition; or (ii) the Adjusted LIBO Rate for a period equal to one week or one, two, three, or six months as selected by the Company, plus additional interest ranging from 0.875 percent to 1.625 percent depending on the Company's performance and financial condition.

The foregoing description of the Amendment is a summary of the material terms, does not purport to be complete, and is qualified in its entirety by reference to the Amendment, which includes the Credit Agreement, as amended by the Amendment, as Exhibit A to the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The following information is furnished pursuant to 7.01, “Regulation FD Disclosure.” Such information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On December 19, 2019, the Registrant issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The financial statements required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit Index:


Exhibit No.			Description
2.1			Stock Purchase Agreement, dated as of November 21, 2019, by and among Lippert Components, Inc., Curt Acquisition Holdings, LLC and Curt Acquisition Holdings, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on November 22, 2019)
10.1			Incremental Joinder and Amendment No. 1, dated as of December 19, 2019, among LCI Industries, Lippert Components, Inc., LCI Industries B.V., LCI Industries C.V., LCI Industries Pte. Ltd., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
99.1			Press Release dated December 19, 2019
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:			December 19, 2019

Execution Version

INCREMENTAL JOINDER AND AMENDMENT NO. 1

THIS INCREMENTAL JOINDER AND AMENDMENT NO. 1 (this “Agreement”), dated as of December 19, 2019, is among Lippert Components, Inc., a Delaware corporation (“Lippert”), LCI INDUSTRIES B.V., a Netherlands limited liability company (besloten vennootschap met beperkte aansprakelijkheid) having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the Dutch Trade Register (Kamer van Koophandel) under number 70655421 (“LCI BV”), LCI Industries C.V., a Netherlands limited partnership (commanditaire vennootschap) having its official seat in Elkhart Indiana, the United States of America and registered with the Dutch Trade Register (Kamer van Koophandel) under number 70630518 (“LCI CV”; and together with LCI BV, the “Dutch Borrowers”), LCI Industries Pte. Ltd., a company incorporated under the laws of Singapore with company registration number 201932119H (the “New Foreign Borrower”; together with the Dutch Borrowers, the “Foreign Borrowers”; and the Foreign Borrowers together with Lippert, the “Borrowers”), LCI Industries, a Delaware corporation (the “Company”), each other Subsidiary of the Company listed on the signature pages hereto (together with the Borrowers and the Company, the “Loan Parties”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS:

(1) The Borrowers, the Company, the lenders party thereto and the Administrative Agent are parties to the Fourth Amended and Restated Credit Agreement dated as of December 14, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement.

(2) The Borrower has requested Incremental Term Loans to be made pursuant to Section 2.04(a) of the Credit Agreement, and the Lenders identified as “Incremental Lenders” on Schedule 1 hereto (the “Incremental Lenders”) have agreed to provide such Incremental Term Loans (the “Term Loans”) by the principal amounts set forth opposite its name on Schedule 1 hereto, subject to the terms and conditions set forth herein.

Section 1. Incremental Commitments.

(a)Pursuant to Section 2.04(a) of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 5 hereof, each Incremental Lender agrees, severally and not jointly, to provide a Term Loan Commitment and to make a Term Loan on the Increase Effective Date in a principal amount equal to the amount set forth opposite its name in Schedule 1 hereto (each such commitment, an “Incremental Commitment” and, collectively, the “Incremental Commitments”), subject to the terms and conditions set forth herein.

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(b)Each Incremental Lender acknowledges and agrees that upon the occurrence of the Increase Effective Date, (a) it shall be bound under this Amendment and (b) with respect to its Term Loan Commitment and its Term Loans it shall be bound under the Credit Agreement (as amended hereby) as a Lender holding a Term Loan Commitment and a Term Loan for all purposes of, the Credit Agreement and the other Loan Documents, and shall perform all the obligations of and shall have all rights of a Lender thereunder. The Term Loan Commitments provided hereunder shall terminate on the Increase Effective Date immediately upon the borrowing of the Term Loans.

(c)From and after the Increase Effective Date, the “Commitments” as defined in the Credit Agreement (prior to giving effect to this Amendment) shall be referred to as the “Revolving Commitments”.

Section 2. Amendment. Effective as of the Increase Effective Date, the Credit Agreement (excluding the Schedules and Exhibits thereto, but including Exhibits A, B and C thereto) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example:

) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

Section 3. Conditions to Effectiveness. This Agreement, the amendments and waivers set forth herein and the Incremental Commitments shall be effective on and as of the date (the “Increase Effective Date”) on which the following conditions shall have been satisfied:

(a)The Administrative Agent shall have received from each Loan Party and each Lender (including each Incremental Lender and the Administrative Agent) either (i) an original counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement (followed promptly by original counterparts to be delivered to the Administrative Agent).

(b)The Lenders shall have received satisfactory opinions of counsel to the Borrowers and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of this Agreement) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the Incremental Lenders shall reasonably require.

(c)The Administrative Agent shall have received a certificate, dated the Increase Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement.

(d)The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing, to the extent such concept is applicable in the relevant jurisdiction, of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(e)The Administrative Agent shall have received evidence that the New Foreign Borrower shall have become a party to the Credit Agreement pursuant to Section 1.07 of the Credit Agreement.

(f)The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under the Credit Agreement.

Section 4. Confirmation. Each Loan Party agrees that each Loan Document to which it is a party, and each security interest granted by it thereunder, is hereby reaffirmed, ratified, approved and confirmed in each and every respect on and after the Increase Effective Date, except that each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as modified by this Agreement. In all other respects, the terms of the Credit Agreement and the other Loan Documents are hereby confirmed.

Section 5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 6. Miscellaneous. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The provisions of Section 9.09(b), (c), (d) and (e) and Section 9.10 of the Credit Agreement are incorporated herein mutatis mutandis, and the parties hereto hereby agree that such provisions shall apply to this Agreement with the same force and effect as if set forth herein in their entirety.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


LCI INDUSTRIES

By:			s/s Brian M. Hall
			Name: Brian M. Hall Title: CFO


LIPPERT COMPONENTS, INC.,

By:			s/s Brian M. Hall
			Name: Brian M. Hall Title: CFO


LCI SERVICE CORP.,

By:			s/s Brian M. Hall
			Name: Brian M. Hall Title: CFO


LIPPERT COMPONENTS MANUFACTURING, INC.,

By:			s/s Brian M. Hall
			Name: Brian M. Hall Title: CFO


INNOVATIVE DESIGN SOLUTIONS, INC.,

By:			s/s Brian M. Hall
			Name: Brian M. Hall Title: CFO


TAYLOR MADE GROUP, LLC,

By:			s/s Brian M. Hall
			Name: Brian M. Hall Title: CFO

Incremental Joinder and Amendment No. 1

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LCI INDUSTRIES C.V., Represented by its sole general partner, kinro texas inc.

By:			s/s Brian M. Hall
			Name: Brian M. Hall Title: CFO


LCI INDUSTRIES B.V.

By:			s/s Brian M. Hall
			Name: Brian M. Hall Title: Director


JPMORGAN CHASE BANK, N.A., individually as a Lender, as an Issuing Bank and as Administrative Agent

By:			s/s Thomas W. Harrison
			Name: Thomas W. Harrison Title: Executive Director


WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank and as a Lender

By:			s/s John E. Burda
			Name: John E. Burda Title: Senior Vice President


Bank of America, N.A., as a Lender

By:			s/s Brian D. Smith
			Name: Brian D. Smith Title: Senior Vice President

Incremental Joinder and Amendment No. 1

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TRUIST BANK, as successor by merger to SunTrust Bank, as a Lender

By:			s/s Carlos Cruz
			Name: Carlos Cruz Title: Director


BMO Harris Bank N.A., as a Lender

By:			s/s Joshua Hovermale
			Name: Joshua Hovermale Title: Director


Bank of the West, as a Lender

By:			s/s David Wang
			Name: David Wang Title: Director


U.S. Bank, National Association, as a Lender

By:			s/s Monica A. Stariha
			Name: Monica A. Stariha Title: Vice President

Incremental Joinder and Amendment No. 1

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TRUIST BANK, FORMERLY KNOWN AS BRANCH BANKING & TRUST COMPANY, as a Lender

By:			s/s Ryan T. Hamilton
			Name: Ryan T. Hamilton Title: Senior Vice President


Fifth Third Bank, as a Lender

By:			s/s William R. Veal
			Name: William R. Veal Title: Vice President


HSBC Bank USA, National Association, as a Lender

By:			s/s Matthew Brannon
			Name: Matthew Brannon Title: Vice President

Incremental Joinder and Amendment No. 1

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Schedule 1


Incremental Lenders			Term Loan Commitments
JPMorgan Chase Bank, N.A.			$40,000,000
Wells Fargo Bank, N.A.			$40,000,000
Bank of America, N.A.			$50,000,000
Truist Bank, as successor by merger to SunTrust Bank			$30,000,000
BMO Harris Bank N.A.			$50,000,000
Bank of the West			$22,500,000
U.S. Bank, National Association			$22,500,000
Fifth Third Bank			$30,000,000
HSBC Bank USA, National Association			$15,000,000
TOTAL			$300,000,000

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Execution Version

Exhibit A

Amended Credit Agreement

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Brian M. Hall, CFO

Phone: (574) 535-1125

E Mail: LCII@lci1.com

LIPPERT COMPONENTS COMPLETES ACQUISITION OF CURT GROUP

Elkhart, Indiana - December 19, 2019 - LCI Industries (NYSE: LCII) today announced that its wholly-owned subsidiary, Lippert Components, Inc. (“LCI”), a supplier of a broad array of highly engineered components for the leading original equipment manufacturers (“OEMs”) in the recreation and transportation product markets, and the related aftermarkets of those industries, has completed the previously announced acquisition of CURT Group ("CURT") for approximately $340 million.

CURT, headquartered in Eau Claire, Wisconsin, is a leading manufacturer and distributor of branded towing products and truck accessories for the aftermarket. CURT maintains a robust product portfolio comprised of thousands of SKUs across various product lines, including hitches, towing electricals, ball mounts, and cargo management. CURT brands include CURT, Aries, Luverne, Retrac, and UWS.

LCI funded the purchase price through a combination of available cash, borrowings under its revolving credit facility, and an incremental term loan of $300 million under its amended credit agreement.

About LCI Industries

From over 85 manufacturing and distribution facilities located throughout North America and Europe, LCI Industries, through its wholly-owned subsidiary, LCI, supplies, domestically and internationally, a broad array of highly engineered components for the leading OEMs in the recreation and transportation product markets, consisting of recreational vehicles and adjacent industries, including buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; boats; trains; manufactured homes; and modular housing. The Company also supplies engineered components to the related aftermarkets of these industries primarily by selling to retail dealers, wholesale distributors, and service centers. LCI’s products include steel chassis and related components; axles and suspension solutions; slide-out mechanisms and solutions; thermoformed bath, kitchen, and other products; vinyl, aluminum, and frameless windows; manual, electric, and hydraulic stabilizer and leveling systems; entry, luggage, patio, and ramp doors; furniture and mattresses; electric and manual entry steps; awnings and awning accessories; branded towing products; truck accessories, electronic components; appliances; televisions, sound systems, navigation systems, and backup cameras; and other accessories. Additional information about LCI and its products can be found at www.lci1.com.

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