SiteOne Landscape Supply, Inc 8-K, filed Apr 1, 2020
SiteOne Landscape Supply, Inc. (SITE)
About this 8-K
SiteOne Landscape Supply, Inc filed this 8-K on April 1, 2020.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, SiteOne Landscape Supply Holding, LLC and SiteOne Landscape Supply, LLC, each an indirect wholly-owned subsidiary of SiteOne Landscape Supply, Inc. (the “Company”), are parties to a credit agreement dated December 23, 2013 (as amended by a First Amendment dated June 13, 2014, a Second Amendment dated January 26, 2015, a Third Amendment dated February 13, 2015, a Fourth Amendment dated October 20, 2015, an Omnibus Amendment dated May 24, 2017, and a Sixth Amendment dated February 1, 2019, the “ABL Credit Agreement”), providing for an asset-based credit facility in the amount of up to $375.0 million, subject to availability under a borrowing base, with UBS AG, Stamford Branch, as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto (the “ABL Facility”). The material terms of the ABL Credit Agreement and ABL Facility are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 29, 2019 and are incorporated by reference herein. As of December 29, 2019, the outstanding balance on the ABL Facility was approximately $92.8 million.
On April 1, 2020, the Company borrowed approximately $100 million under the ABL Facility, resulting in approximately $319 million outstanding and approximately $46 million in available capacity under the ABL Facility and approximately $117 million cash on hand. The Company elected to borrow such amount as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. The draw-down proceeds will be held on the Company’s balance sheet. The Company does not currently have plans to deploy these new funds other than seasonal investments in working capital. Borrowings under the ABL Facility are scheduled to mature on February 1, 2024.
| Item 7.01. | Regulation FD Disclosure. |
On April 1, 2020, the Company issued a press release announcing the approximately $100 million borrowing under the ABL Facility and other actions the Company is taking to increase its financial flexibility amid the COVID-19 pandemic. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 1, 2020 | |
| 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.
| SITEONE LANDSCAPE SUPPLY, INC. | |||
| By: | /s/ Briley Brisendine | ||
| Briley Brisendine | |||
| Executive Vice President, General Counsel and Secretary | |||
Date: April 1, 2020
Exhibit 99.1
April 1, 2020
SiteOne Takes Actions to Increase Financial Flexibility
ROSWELL, Ga.--(BUSINESS WIRE)-- SiteOne® Landscape Supply, Inc. (NYSE: SITE) announced today actions to increase the Company’s financial flexibility amid the ongoing coronavirus (COVID-19) situation.
“We believe that SiteOne has a solid balance sheet and liquidity, and we have no significant debt maturities until 2024. However, given the uncertainty brought on by COVID-19 we have decided to enhance our cash position and increase our financial flexibility by borrowing on our Asset Backed Lending (“ABL”) Facility,” said Doug Black, Chairman and CEO of SiteOne. “The credit draw, combined with our existing cash on hand and additional capacity under our ABL Facility, provides further support should market conditions significantly deteriorate. We are also taking additional prudent steps to reduce capital spending, including the postponement of pending acquisitions, in order to maintain maximum financial strength and flexibility during this uncertain time without sacrificing any significant long-term growth or market opportunities.”
SiteOne has borrowed approximately $100 million under its $375 million ABL Facility. The company does not currently have plans to deploy these new funds other than seasonal investments in working capital. After the borrowing, SiteOne has approximately $117 million cash on hand and approximately $46 million in available capacity under its ABL Facility.
To learn more about SiteOne, please visit the company's website at http://investors.siteone.com. We intend to use http://investors.siteone.com and http://siteone.com/covid-19 as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor these sections of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts.
About SiteOne Landscape Supply, Inc.
SiteOne Landscape Supply, Inc. is the largest and only national wholesale distributor of landscape supplies in the United States and has a growing presence in Canada. Its customers are primarily residential and commercial landscape professionals who specialize in the design, installation and maintenance of lawns, gardens, golf courses and other outdoor spaces.
Contacts:
Investor Relations:
SiteOne Landscape Supply, Inc.
470-270-7011
investors@siteone.com
or
Media:
SiteOne Landscape Supply, Inc.
Greg
Kirksey, 470-277-7164
Director, Communications
GKirksey@SiteOne.com
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Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to the global situation with COVID-19. Some of the forward-looking statements can be identified by the use of terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “project,” “potential,” or the negative of these terms, and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. Factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: the impact of pandemic or other public health crises; cyclicality in residential and commercial construction markets; general economic and financial conditions, including inflation; weather conditions, seasonality and availability of water to end-users; laws and government regulations applicable to our business that could negatively impact demand for our products; public perceptions that our products and services are not environmentally friendly; competitive industry pressures; product shortages and the loss of key suppliers; product price fluctuations; inventory management risks; ability to implement our business strategies and achieve our growth objectives; acquisition and integration risks; increased operating costs; and other risks, as described in Item 1A, “Risk Factors,” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 29, 2019.
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