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) July 29, 2009 (July 24, 2009)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its chapter)
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| Delaware
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0-22462
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16-1445150 |
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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| 3556 Lake Shore Road |
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| P.O. Box 2028 |
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| Buffalo, New York
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14219-0228 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (716) 826-6500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
ITEM 1.01 Entry into a Material Definitive Agreement
On July 24, 2009, Gibraltar Industries, Inc. (the “Company”), with its wholly-owned subsidiary
Gibraltar Steel Corporation of New York (“GSCNY”) as co-borrower, entered into the Third Amended
and Restated Credit Agreement with a syndicate of banks led by KeyBank National Association,
JPMorgan Chase Bank, N.A., BMO Capital Markets Financing, Inc., HSBC Bank USA, National
Association, and Manufacturers and Traders Trust Company (the “Third Amendment and Restatement”).
The Third Amendment and Restatement amends and restates the Company’s existing credit facility.
The Third Amendment and Restatement provides for a term loan in the principal amount of $58.7
million and a revolving credit facility and letters of credit in an aggregate amount that does not
exceed the lesser of (i) $200 million and (ii) a borrowing base determined by reference to the
trade receivables, inventories and property, plant and equipment of the Company’s significant
domestic subsidiaries. Prior to the Third Amendment and Restatement, the Company’s senior credit
facility provided for a $375 million revolving credit facility and a $122.7 million term loan,
which term loan, at the time of the Third Amendment and Restatement had an outstanding principal
balance of $58.7 million.
The Third Amendment and Restatement removes many of the restrictive financial covenants contained
in the prior credit facility and requires the Company to achieve specified EBITDA amounts on the
last day of each quarter through December 31, 2009, and to maintain a fixed charge coverage ratio
of 1.25 to 1.00, as of March 31, 2010 and as of the end of each fiscal quarter thereafter.
Interest rates on the term loan and revolving credit loans will continue to be based on the London
Interbank Offering Rate (“LIBOR”) with a LIBOR floor of 1.5%, plus an additional margin of 3.75% on
the term loan and, on revolving credit loans, 3.25%. In addition to the foregoing, the revolving
credit facility is subject to an annual facility fee calculated as 0.5% of the average daily Maximum
Principal Amount (as defined in the Third Amendment and Restatement) of the revolving credit
facility.
The terms of the Third Amendment and Restatement provide that the revolving credit facility is
scheduled to terminate on August 30, 2012 and all revolving credit borrowings must be repaid on or
before that date. The term loan is payable in quarterly installments and matures on December 8,
2012 on which date the outstanding balance of the term loan is payable in full.
Borrowings under the Third Amendment and Restatement are secured by the trade receivables,
inventory, personal property, equipment and certain real property of the Company’s significant
domestic subsidiaries. The Third Amendment and Restatement is guaranteed by each of the Company’s
significant domestic subsidiaries (other than GSCNY, which is a co-borrower). The senior credit
facility and the related guarantees are secured by first priority security interests (subject to
permitted liens) in substantially all the tangible and intangible assets of the Company and its
significant domestic subsidiaries, subject to certain exceptions, and a pledge of 100% of the stock
of each first-tier domestic subsidiary of the borrowers and a pledge of 65% of the voting stock of
the Company’s first-tier foreign subsidiaries.
The Third Amendment and Restatement contains numerous affirmative and negative covenants and events
of default which should be reviewed for a complete understanding of the Third Amendment and
Restatement.
The foregoing description of the Third Amendment and Restatement does not purport to be complete,
and is qualified in its entirety by reference to the full text of the
Third Amendment and Restatement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.