Business Context and Reporting Period
Company: Simpson Manufacturing Co., Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 16, 2025
Event: Entry into a Material Definitive Agreement (Second Amended and Restated Credit Agreement).
Key Financial Metrics and Debt Structure
This filing details a new credit facility structure rather than operational financial performance metrics (revenue, profit, cash flow). The filing does not provide current revenue, profit, or cash flow figures.
| Facility Type | Amount | Term | Primary Use |
|---|---|---|---|
| Revolving Credit Facility | $600,000,000 | 5 Years | Permitted acquisitions, working capital, general business needs. |
| Letter of Credit Subfacility | Up to $50,000,000 | 5 Years | Part of Revolving Credit Facility. |
| Term Loan Facility | $300,000,000 | 5 Years | Refinance existing indebtedness and pay transaction fees/expenses. |
Expansion Option: The Company may increase the principal amount of the Credit Facilities by the greater of $525,000,000 or 100% of consolidated EBITDA for the most recently ended fiscal quarter, subject to conditions.
Material Changes Versus Prior Period
The Second Amended and Restated Credit Agreement amends and restates in its entirety the previous Amended and Restated Credit Agreement dated March 30, 2022. Key changes include:
- Refinancing: Proceeds from the new Term Loan Facility were used to refinance existing indebtedness.
- Capacity Increase: The new agreement establishes a $600 million revolving facility and a $300 million term loan, replacing the prior facility structure.
- Interest Rate Structure: Borrowings now bear interest based on Base Rate, Daily Simple SOFR, Term SOFR, Eurocurrency Rate, or Daily Simple RFR plus an Applicable Margin tied to the net leverage ratio.
Guidance, Covenants, and Risks
Financial Maintenance Covenants:
- Maximum Net Leverage Ratio: Not greater than 3.50 to 1.00. This may be stepped up to 4.00 to 1.00 for four consecutive fiscal quarters following a qualifying acquisition.
- Minimum Interest Coverage Ratio: Not less than 2.50 to 1.00.
Cost of Borrowing:
- Revolving Fee: 0.10% to 0.25% per annum on available commitments, based on net leverage ratio.
- Applicable Margin (Term Loan): 0.00% to 0.75% (Base Rate) or 0.75% to 1.75% (Eurocurrency/SOFR).
- Applicable Margin (Revolving): 0.00% to 0.50% (Base Rate) or 0.65% to 1.50% (Eurocurrency/SOFR/RFR).
Risks and Contingencies:
- Events of Default: Include failure to pay, covenant breaches, cross-defaults, bankruptcy, and change of control.
- Remedies: Upon default, lenders may terminate commitments and accelerate obligations.
- Restrictions: Negative covenants restrict liens, indebtedness, investments, dividends, and fundamental changes.
Investor Verification Checklist
- Verify the Company's current consolidated net leverage ratio to ensure compliance with the 3.50:1.00 covenant.
- Confirm the current consolidated interest coverage ratio meets the 2.50:1.00 minimum requirement.
- Review the specific terms of the "step-up" provision for the leverage ratio in the event of future acquisitions.
- Assess the impact of the new interest rate margins on future interest expense compared to the prior credit agreement.
- Examine the "Expansion Option" criteria to understand the potential for additional debt capacity based on EBITDA.