Graybar Electric Company Inc.

03/29/2023 | Press release | Distributed by Public on 03/29/2023 13:52

Material Agreement - Form 8-K

c402-20230329x8k

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

Date of Report (Date of earliest event reported): March 29, 2023

GRAYBAR ELECTRIC COMPANY, INC.
‎(Exact Name of Registrant as specified in Charter)

New York
‎(State or other jurisdiction
‎of incorporation)

000-00255
‎(Commission File Number)

13-0794380
‎(I.R.S. Employer
‎Identification No.)

34 North Meramec Avenue
‎St. Louis, MO 63105
‎(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (314) 573-9200

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 (seeGeneral 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 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:

None

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934

Emerging Growth Company ¨

If an emerging 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

OnMarch 29, 2023, Graybar Electric Company, Inc. ("Graybar" or the "Company"), and Graybar Canada Limited, its Canadian operating subsidiary ("Graybar Canada"), amended their five-year revolving credit facility (the "Revolving Credit Facility") pursuant to the terms and conditions of a Fifth Amendment to Credit Agreement, dated as of March 29, 2023 (the "Amended Credit Agreement"), by and among Graybar, as parent borrower, Graybar Canada Limited, as a borrower, the lenders party thereto, Bank of America, N.A. as Domestic Administrative Agent, Domestic Swing Line Lender and Domestic L/C Issuer and Bank of America, N.A., acting through its Canada Branch, as Canadian Administrative Agent, Canadian Swing Line Lender and Canadian L/C Issuer.

Theamendment amended the Amended Credit Agreement to (i) replace the LIBOR-based Eurodollar reference interest rate with a reference interest rate based on Term SOFR and (ii) introduce transition language for the Canadian Dealer Offered Rate ("CDOR"), in anticipation of the eventual discontinuation of CDOR, which is expected to be on or before June 28, 2024.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the amendment, which is attached as exhibit 10 to this current report on Form 8-K.

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

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

10

Fifth Amendment to Credit Agreement, dated as of March 29, 2023, among the Company, as parent borrower, Graybar Canada Limited, as a borrower, the lenders party thereto, Bank of America, N.A., as Domestic Administrative Agent, Domestic Swing Line Lender and Domestic L/C Issuer and Bank of America, N.A., acting through its Canada Branch, as Canadian Administrative Agent, Canadian Swing Line Lender and Canadian L/C Issuer


‎

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.

GRAYBAR ELECTRIC COMPANY, INC.

Date:March 29, 2023

By: /s/ Matthew W. Geekie

Matthew W. Geekie

Senior Vice President, Secretary &

General Counsel