UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 9, 2014
Date of Report (Date of earliest event reported)
Installed Building Products, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36307 | 45-3707650 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(I.R.S. employer identification number) |
495 South High Street, Suite 50
Columbus, Ohio 43215
(Address of principal executive offices, including zip code)
(614) 221-3399
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 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)) |
Item 7.01. Regulation FD Disclosure.
On June 9, 2014, Installed Building Products, Inc. issued a press release announcing the commencement of a follow-on offering of shares of its common stock. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information contained in this Item 7.01, including Exhibits 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release of Installed Building Products, Inc., dated June 9, 2014 (Installed Building Products Announces Launch of Equity Follow-on Offering) | |
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.
| INSTALLED BUILDING PRODUCTS, INC. | ||||||
| Date: June 9, 2014 | By: | /s/ Michael T. Miller | ||||
| Michael T. Miller | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release of Installed Building Products, Inc., dated June 9, 2014 (Installed Building Products Announces Launch of Equity Follow-on Offering) | |
Exhibit 99.1
INSTALLED BUILDING PRODUCTS ANNOUNCES LAUNCH OF EQUITY FOLLOW-ON OFFERING
Columbus, Ohio, June 9, 2014. Installed Building Products, Inc. (the “Company” or “IBP”), an industry-leading installer of insulation products, announced today the launch of a secondary offering of 8,100,000 shares of its common stock to be sold by IBP Investment Holdings, LLC (“Investment Holdings”) and Cetus Capital II, LLC (together with Investment Holdings, the “Selling Stockholders”). The underwriters will have the option to purchase up to 1,215,000 additional shares of common stock from the Company. In connection with the proposed offering, the representatives of the underwriters for the Company’s initial public offering in February 2014 have agreed to waive the lock-up restrictions applicable to the selling stockholders and the Company in order to permit the offer and sale of the shares by the selling stockholders and the Company and the other transactions set forth in the registration statement for the proposed offering.
IBP will not receive any proceeds from the sale of shares by the selling stockholders. If the underwriters exercise their option to purchase additional shares, IBP will use the net proceeds therefrom for general corporate purposes, which may include acquisitions.
UBS Investment Bank, Deutsche Bank Securities and RBC Capital Markets are acting as joint bookrunners for the offering. Zelman Partners LLC is acting as lead manager and BB&T Capital Markets, KeyBanc Capital Markets and SunTrust Robinson Humphrey are acting as co-managers for the offering.
The Company has filed a registration statement (including a preliminary prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus relating to the offering, when available, may be obtained from:
| UBS Investment Bank | Deutsche Bank Securities | |
| Attention: Prospectus Department | Attention: Prospectus Group | |
| 299 Park Avenue | 60 Wall Street | |
| New York, NY 10171 | New York, NY 10005-2836 | |
| Phone: (888) 827-7275 | Email: prospectus.cpdg@db.com | |
| Phone: (800) 503-4611 | ||
| RBC Capital Markets | ||
| Attn: Equity Syndicate | ||
| Three World Financial Center | ||
| 200 Vesey Street, 8th Floor | ||
| New York, NY 10281-8098 | ||
| Phone: (877) 822-4089 | ||
About Installed Building Products
Installed Building Products, Inc. is the nation’s second largest insulation installer for the residential new construction market and also a diversified installer of complementary building products, including garage doors, rain gutters, shower doors, closet shelving and mirrors, throughout the United States. The Company manages all aspects of the installation process for its customers, including direct purchases of materials from national manufacturers, supply of materials to job sites and quality installation. The Company offers its diverse portfolio of services for new and existing single-family residential, multifamily, and commercial building projects from its national network of branch locations.
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the federal securities laws, including with respect to the proposed offering and the Company’s proposed use of proceeds, if any. Forward-looking statements may generally be identified by the use of words such as “anticipate,” “believe,” “expect,” “intends,” “plan,” and “will” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by the Company in this press release speaks only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws.
Contact Information:
Investor Relations:
614-221-9944
investorrelations@installed.net
Media:
Phil Denning / Jason Chudoba
203-682-8246 / 646-277-1249
Phil.denning@icrinc.com / Jason.chudoba@icrinc.com