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
March 12, 2015
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) |
(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 (see General Instructions A.2. below):
| ¨ | 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. |
On March 12, 2015, the Company issued a press release announcing the acquisition of BDI Insulation based in the Western U.S. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information contained in this Item 7.01, including Exhibit 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, 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 |
Description | |
| 99.1 | Press Release of Installed Building Products, Inc. dated March 12, 2015 | |
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: March 12, 2015 | By: | /s/ 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 March 12, 2015 | |
Exhibit 99.1
INSTALLED BUILDING PRODUCTS ANNOUNCES ACQUISITION OF BDI INSULATION IN THE WESTERN UNITED STATES
- Adds $35 Million of Acquired LTM Revenue through Multiple Western Branch Locations -
Columbus, Ohio, March 12, 2015. Installed Building Products, Inc. (the “Company”) (NYSE: IBP), an industry-leading installer of insulation and other complementary building products, announced today that it has acquired BDI Insulation (“BDI”) based in the Western U.S. for an aggregate purchase price of approximately $36.0 million. Funding for the acquisition is being provided by availability under the Company’s line of credit and cash on hand.
BDI is primarily an installer of fiberglass insulation serving select markets in Southern California, Washington, Idaho and Utah through nine branch locations, with net revenue of approximately $35 million for its full fiscal year ended December 31, 2014. The addition of BDI brings total acquired revenue over the trailing twelve month period to approximately $65 million for Installed Building Products.
“The acquisition of BDI presents a unique opportunity for us to grow our Company through a highly complementary business with strong local brands and exceptional customer loyalty,” stated Jeff Edwards, Chairman and Chief Executive Officer of Installed Building Products. “The addition of this Western United States based company further strengthens our platform, enabling us to continue broadening our geographic reach across the nation. We continue to remain focused on selectively acquiring market-leading insulation installers in highly attractive markets.”
BDI has a proven operating history in its markets with strong customer relationships and an established reputation for quality service and innovative installation services. The addition of BDI further strengthens IBP’s presence in existing markets and enhances its market opportunity in new markets. The Company intends to immediately begin integrating these acquired operations and assets onto its national platform.
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 and multifamily residential, 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 impact of the acquisition on and its contributions to our operations. 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