PATRICK INDUSTRIES INC: Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, other events, financial statements and exhibits (Form 8- K)


Article 1.01. Entry into an important definitive agreement contract and notes

Patrick Industries, Inc. (the "Company") entered into the Indenture, dated as of
December 13, 2021 ("Indenture"), with U.S. Bank National Association, as
Trustee, under which the Company issued $258,750,000 aggregate principal amount
of the 1.75% Convertible Senior Notes due 2028 (the "Notes"). The net proceeds
from the issuance of the Notes were approximately $249 million, after deducting
the initial purchasers' discounts and commissions and estimated expenses, and
not taking into account the cost of the Convertible Note Hedge Transactions
described below.
Under the Indenture, the Notes are senior unsecured obligations of the Company
and pay interest semi-annually on June 1 and December 1 of each year at an
annual rate of 1.75%. The Notes mature on December 1, 2028 unless earlier
repurchased or converted in accordance with their terms. The Notes are
convertible, in certain circumstances and subject to certain conditions, into
cash, shares of common stock of the Company, or a combination thereof, at the
Company's election (subject to, and in accordance with, the settlement
provisions of the Indenture). The initial conversion rate for the Notes is
9.9887 shares of the Company's common stock per $1,000 principal amount of Notes
(which is equivalent to an initial conversion price of approximately $100.11 per
share and which represents a premium of approximately 30% over the $77.01 per
share last reported sale price of the Company's common stock on December 7,
2021). Prior to June 1, 2028, the Notes may be converted at the option of the
holders only upon the occurrence of specified events and during certain periods,
and thereafter until the close of business on the second scheduled trading day
immediately preceding the maturity date, the Notes may be converted at any time.
The Company will satisfy any conversion by paying cash up to the aggregate
principal amount of the Notes to be converted and by paying or delivering, as
the case may be, cash, shares of the Company's common stock, or a combination of
cash and shares of the Company's common stock, at its election, in respect of
the remainder, if any, of its conversion obligation in excess of the aggregate
principal amount of the Notes being converted. The Company may redeem for cash
all or any portion of the Notes, at its option, on or after December 5, 2025 if
the closing sale price per share of the Company's common stock exceeds 130% of
the conversion price of the Notes for a specified period of time. The redemption
price will be equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the redemption
date.
The Notes are senior unsecured obligations of the Company. The Notes are
guaranteed on a senior unsecured basis by each of the Company's current and
future wholly-owned domestic subsidiaries that guarantee the Company's
borrowings under its senior secured credit facility.

If the Company undergoes a fundamental change, as described in the Indenture,
subject to certain conditions, a holder will have the option to require the
Company to repurchase all or a portion of its Notes for cash. The fundamental
change repurchase price will equal 100% of the principal amount of the Notes to
be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the
fundamental change repurchase date (unless the fundamental change repurchase
date falls after a regular record date but on or prior to the interest payment
date to which such regular record date relates, in which case the Company will
instead pay the full amount of accrued and unpaid interest to the holder of
record on such regular record date, and the fundamental change repurchase price
will be equal to 100% of the principal amount of the Notes to be repurchased).
In addition, upon the occurrence of a "Make-Whole Fundamental Change" (as
defined in the Indenture), the Company will, in certain circumstances, increase
the conversion rate by a number of additional shares for a holder that converts
its Notes in connection with such Make-Whole Fundamental Change.
The Indenture provides for customary events of default. If an event of default
on the Notes occurs, the principal amount of the Notes, plus accrued and unpaid
interest (including additional interest, if any) may be declared immediately due
and payable, subject to certain conditions set forth in the Indenture. These
amounts automatically become due and payable in the case of certain types of
bankruptcy or insolvency events of default involving the Company.
The foregoing description of the Indenture and the Notes does not purport to be
complete and is qualified in its entirety by reference to the Indenture (and the
Form of Note included therein), which is attached hereto as Exhibit 4.1 to this
Current Report on Form 8-K and is incorporated herein by reference.

Convertible Note Hedging Transactions and Warrants Transactions

In connection with the pricing of the Notes, on December 7, 2021, the Company
entered into privately negotiated convertible note hedge transactions (together,
the "Convertible Note Hedge Transactions") with each of Bank of America, N.A.,
Nomura Global Financial Products Inc and Wells Fargo Bank, National Association
(collectively, the "Hedge Counterparties"). The Convertible Note Hedge
Transactions cover, subject to customary anti-dilution adjustments, the number
of shares of the Company's common stock initially underlying the Notes. On
December 7, 2021, the Company also entered into separate, privately negotiated
warrant transactions (the "Warrant Transactions") with each of the Hedge
Counterparties collectively relating to the same number of shares of the

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Company's common stock underlying the Convertible Note Hedge Transactions,
subject to customary anti-dilution adjustments, with an initial strike price of
$123.22 per share, subject to anti-dilution adjustments substantially similar to
those under the Notes. On December 9, 2021, the Initial Purchasers (as defined
below) exercised in full their option to purchase additional Notes and the
Company entered into additional convertible note hedge transactions and
additional warrant transactions with the Hedge Counterparties, which will
initially cover, subject to customary anti-dilution adjustments, the number of
shares of the Company's common stock that will initially underlie the additional
notes sold to the Initial Purchasers.

The Convertible Note Hedge Transactions are expected generally to reduce
potential dilution to the Company's common stock and/or offset any cash payments
the Company is required to make in excess of the principal amount of converted
Notes, as the case may be. However, the Warrant Transactions could separately
have a dilutive effect to the extent that the market value per share of the
Company's common stock exceeds upon expiration the applicable strike price of
the warrants.

The Convertible Note Hedge Transactions and the Warrant Transactions are
separate transactions, in each case, entered into by the Company with the Hedge
Counterparties, and are not part of the terms of the Notes and will not affect
. . .


Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K is
hereby incorporated in this Item 2.03 by reference.
Item 3.02.  Unregistered Sales of Equity Securities
As described in Item 1.01 of this Current Report on Form 8-K, which is
incorporated herein by reference, on December 7, 2021, the Company entered into
the Warrant Transactions with each of the Option Counterparties, pursuant to
which the Company issued warrants to acquire up to 3,371,190 million shares of
the Company's common stock at a strike price of $123.22 per share, which
represents a premium of 60.0% over the reported sale price of the Company's
common stock on December 7, 2021. The number of warrants and the strike price
are subject to adjustment under certain circumstances described in the
confirmations for the Warrant Transactions. The Company offered and sold the
warrants in reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").
Neither the warrants nor the underlying shares of common stock issuable upon
exercise of the warrants comprising the Warrant Transactions, if any, have been
registered under the Securities Act, and accordingly neither may be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements.

The information set out in Section 1.01 above and Section 8.01 below is incorporated by reference in this Section 3.02.


Item 8.01.  Other Events
On December 7, 2021, the Company entered into a Purchase Agreement (the
"Purchase Agreement") with BofA Securities, Inc. Truist Securities, Inc. and
Wells Fargo Securities, LLC (the "Representatives"), as the representatives of
the several initial purchasers named therein (collectively, the "Initial
Purchasers") relating to the sale of $225 million aggregate principal amount of
the Notes and an additional $33.75 million aggregate principal amount of Notes
for resale to qualified institutional buyers pursuant to Rule 144A under the
Securities Act. On December 9, 2021, the Initial Purchasers exercised the option
to purchase an additional $33.75 million aggregate principal amount of the
Notes. The Company offered and sold the Notes to the Initial Purchasers in
reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act, and the Initial Purchasers are relying,

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in connection with the initial resale of the Notes, on the exemption from registration under the Securities Act under Rule 144A under the Securities Act.


Item 9.01   Financial Statements and Exhibits
(d)  Exhibits
Exhibit Number               Exhibits
                               Indenture (including Form of Note) with respect to the Company's 1.75%
4.1                          Convertible Senior Notes due 2028, dated as of 

December 13, 2021. between

                             Patrick Industries, Inc. and U.S. Bank National Association, as trustee.
10.1*                          Base Convertible Bond Hedge Transaction 

Confirmation, dated December

                             7, 2021, by and between Patrick Industries. 

Inc. and Bank of America, NA.

                               Base Convertible Bond Hedge Transaction Confirmation, dated as of December
10.2*                        7, 2021, by and between Patrick Industries. 

Inc. and No mura Global

                             Financial Products Inc.
                               Base Convertible Bond Hedge Transaction Confirmation, dated as of December
10.3*                        7, 2021, by and between Patrick Industries. 

Inc. and Wells Fargo Bank,

                             National Association.
10.4*                          Base Issuer Warrant Transaction 

Confirmation, dated December 7,

                             2021, by and between Patrick Industries. Inc. 

and Bank of America, NA.

                               Base Issuer Warrant Transaction Confirmation, dated as of December 7,
10.5*                        2021, by and between Patrick Industries. Inc. 

and Nomura Global Financial

                             Products Inc.
                               Base Issuer Warrant Transaction Confirmation, dated as of December 7,
10.6*                        2021, by and between Patrick Industries. Inc. 

and Wells Fargo Bank, National

                             Association.
                               Additional Convertible Bond Hedge Transaction Confirmation, dated as of
10.7*                        December 9, 2021, by and between Patrick 

Industries, Inc. and Bank of

                             America, N.A.
                               Additional Convertible Bond Hedge Transaction Confirmation, dated as of
10.8*                        December 9, 2021, by and between Patrick 

Industries, Inc. and Nomura Global

                             Financial Products Inc.
                               Additional Convertible Bond Hedge Transaction Confirmation, dated as of
10.9*                        December 9, 2021, by and between Patrick 

Industries, Inc. and Wells Fargo

                             Bank, National Association.
10.10*                         Additional Issuer Warrant Transaction 

Confirmation, dated December

                             9, 2021, by and between Patrick Industries, 

Inc. and Bank of America, NA.

                               Additional Issuer Warrant Transaction Confirmation, dated as of December
10.11*                       9, 2021, by and between Patrick Industries, 

Inc. and No mura Global

                             Financial Products Inc.
                               Additional Issuer Warrant Transaction Confirmation, dated as of December
10.12*                       9, 2021, by and between Patrick Industries, 

Inc. and Wells Fargo Bank,

                             National Association.
104                          Cover Page Interactive Date File (embedded 

in the Inline XBRL document)


*Certain portions of this exhibit have been pursuant to Item 601(b)(10)(iv) of
regulation S-K. The Company agrees to furnish supplementally an unredacted copy
of the exhibit to the Securities and Exchange Commission upon its request.

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