Simpson Manufacturing (NYSE: SSD) signs new $900M credit facilities and covenants

Rhea-AI Filing Summary

Simpson Manufacturing Co., Inc. entered into a Second Amended and Restated Credit Agreement that replaces its prior 2022 credit facility. The new agreement provides a 5‑year revolving credit facility of $600 million, including a $50 million letter of credit subfacility, and a 5‑year term loan facility of $300 million. Term loan borrowings were used to refinance existing indebtedness and pay related premiums, fees and expenses. The company may also increase the total credit facilities by the greater of $525 million and 100% of consolidated EBITDA if it secures additional lender commitments. Pricing, facility fees and interest margins all vary based on Simpson’s consolidated net leverage ratio, and the agreement includes customary covenants, financial maintenance tests and events of default, including a maximum net leverage ratio of 3.50 to 1.00 and a minimum interest coverage ratio of 2.50 to 1.00.

Insights

Corporate finance and credit facilities analyst

Simpson refinances and upsizes flexible credit with covenant limits.

Simpson Manufacturing has secured a 5‑year revolving credit facility of $600,000,000 and a 5‑year term loan of $300,000,000, replacing its prior 2022 agreement. The term loan was used to refinance existing indebtedness and pay related transaction costs, while the revolver can support permitted acquisitions, investments, working capital and general business needs.

Interest costs float off benchmarks such as Base Rate, Daily Simple SOFR, Term SOFR, Eurocurrency Rate or Daily Simple RFR, with an additional Applicable Margin that scales to the company’s net leverage ratio. Facility fees on unused revolver commitments range from 0.10% to 0.25% per year, and margins on borrowings vary by facility and reference rate, up to 1.75% over certain benchmarks.

The agreement introduces standard protections for lenders, including negative covenants on additional debt, liens, acquisitions, dividends and other activities, plus financial maintenance tests. The company must keep a maximum consolidated net leverage ratio of 3.50 to 1.00, with an option to step to 4.00 to 1.00 for four quarters after a qualifying acquisition, and maintain minimum consolidated interest coverage of 2.50 to 1.00. Overall impact depends on future borrowing levels and the interest rate environment over the 5‑year term.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 12/22/2025 - 04:38 PM Learn about SEC filing dates

FAQ

What did Simpson Manufacturing Co., Inc. (SSD) change in its credit facilities?

Simpson Manufacturing Co., Inc. entered into a Second Amended and Restated Credit Agreement that fully replaces its prior 2022 credit agreement. The new arrangement provides a 5‑year revolving credit facility and a 5‑year term loan facility with updated pricing, covenants and financial tests.

How large are Simpson Manufacturing (SSD)’s new credit facilities?

The agreement provides a $600,000,000 revolving credit facility, which includes a $50,000,000 letter of credit subfacility, and a $300,000,000 term loan facility. The company can also increase the total credit facilities by an additional amount equal to the greater of $525,000,000 and 100% of consolidated EBITDA, subject to conditions.

How will Simpson Manufacturing (SSD) use the new revolving and term loan facilities?

Borrowings under the revolving credit facility may fund permitted acquisitions, other permitted investments, working capital and general business needs. Borrowings under the term loan facility were used on the closing date to refinance existing indebtedness of the company and its subsidiaries and to pay related premiums, fees and expenses.

What interest rates and fees apply under Simpson Manufacturing’s new credit agreement?

Amounts borrowed can bear interest at Base Rate, Daily Simple SOFR, Term SOFR, Eurocurrency Rate or Daily Simple RFR, plus an Applicable Margin that depends on Simpson’s net leverage ratio. Margins range up to 0.75% over Base Rate on the term loan and up to 1.75% over Eurocurrency Rate, Daily Simple SOFR or Term SOFR. The company also pays a revolving facility fee of 0.10% to 0.25% per year on unused commitments.

What financial covenants does Simpson Manufacturing (SSD) have to meet under the new credit facilities?

The company must maintain a maximum consolidated net leverage ratio of not greater than 3.50 to 1.00 as of each fiscal quarter end, with the option to step up to 4.00 to 1.00 for four consecutive quarters after a qualifying acquisition. It must also keep a minimum consolidated interest coverage ratio of at least 2.50 to 1.00 each quarter.

What happens if Simpson Manufacturing defaults under the new credit agreement?

If an event of default occurs and continues, the lenders may terminate their commitments, accelerate the obligations, and pursue other specified remedies. Events of default include missed payments, covenant breaches, cross‑defaults on other material debt, bankruptcy or insolvency events, certain judgments, ERISA‑related events, invalidity of loan documents, and change of control.

0000920371false00009203712025-12-162025-12-16

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): December 16, 2025

Simpson Manufacturing Co., Inc. 

(Exact name of registrant as specified in its charter)

Delaware

1-13429

94-3196943

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

5956 W. Las Positas Boulevard, Pleasanton, CA 94588

 (Address of principal executive offices)

(Registrant’s telephone number, including area code): (925) 560-9000

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share			SSD			New York Stock Exchange

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:

☐			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-2)
☐			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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth 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

On December 16, 2025, Simpson Manufacturing Co., Inc. (the “Company”) entered into that certain Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the other parties party thereto. The Second Amended and Restated Credit Agreement amends and restates in its entirety that certain Amended and Restated Credit Agreement, dated as of March 30, 2022, among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, Wells Fargo, as administrative agent, and the other parties party thereto, as amended.

The Second Amended and Restated Credit Agreement provides for a 5-year revolving credit facility of $600,000,000 (the “Revolving Credit Facility”), which includes a letter of credit subfacility of up to $50,000,000, and for a 5-year term loan facility of $300,000,000 (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”). Borrowings under the Revolving Credit Facility will be used to fund permitted acquisitions and other investments permitted under the Second Amended and Restated Credit Agreement and for ongoing working capital and general business needs. Borrowings under the Term Loan Facility were used, on the closing date of the Second Amended and Restated Credit Agreement, to refinance indebtedness of the Company and its subsidiaries and for payment of premiums, fees and expenses incurred in connection with the Second Amended and Restated Credit Agreement and the transactions contemplated to occur in connection therewith. The Company has the ability to increase the principal amount of the Credit Facilities by an additional amount equal to the greater of $525,000,000 and 100% of consolidated EBITDA for the most recently ended fiscal quarter, by obtaining additional commitments from existing lenders or new lenders and satisfying certain other customary conditions.

The Company is required to pay an annual revolving credit facility fee of 0.10% to 0.25% per annum on the available commitments under the Revolving Credit Facility, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s net leverage ratio. The Company is also required to pay customary fees as specified in separate fee agreements between the Company, Wells Fargo and/or other arrangers.

Amounts borrowed under the Credit Facilities will bear interest from time to time at either Base Rate, Daily Simple SOFR, Term SOFR, Eurocurrency Rate or Daily Simple RFR, in each case, as calculated under and as in effect from time to time under the Second Amended and Restated Credit Agreement, plus the Applicable Margin, as defined in the Second Amended and Restated Credit Agreement. The Applicable Margin is determined based on the Company’s net leverage ratio, and ranges (i) from 0.00% to 0.75% per annum for amounts borrowed under the Term Loan Facility that bear interest at Base Rate, (ii) from 0.75% to 1.75% per annum for amounts borrowed under the Term Loan Facility that bear interest at Eurocurrency Rate, Daily Simple SOFR or Term SOFR, (iii) from 0.00% to 0.50% per annum for amounts borrowed under the Revolving Credit Facility that bear interest at Base Rate, (iv) from 0.6826% to 1.5326% per annum for amounts borrowed under the Revolving Credit Facility that bear interest at Daily Simple RFR (solely to the extent denominated in pound sterling) and (v) from 0.65% to 1.50% per annum for amounts borrowed under the Revolving Credit Facility that bear interest at Daily Simple RFR (other than loans denominated in pound sterling) or Eurocurrency Rate. Loans outstanding under the Second Amended and Restated Credit Agreement may be prepaid at any time without penalty except for customary breakage costs and expenses.

The Second Amended and Restated Credit Agreement requires the Company and its subsidiaries to comply with various customary affirmative covenants, including, without limitation, furnishing updated financial and other information, preserving existence and entitlements, maintaining properties and insurance, complying with laws, maintaining books and records, requiring any new domestic subsidiary meeting a materiality threshold specified in the Second Amended and Restated Credit Agreement to become a guarantor thereunder, and paying certain obligations. The Second Amended and Restated Credit Agreement also contains various customary negative covenants binding the Company and its subsidiaries, including, without limitation, restrictions on liens and indebtedness, investments (including restrictions on acquisitions by the Company), fundamental changes, dividends and distributions, sales and leasebacks, transactions with affiliates, burdensome agreements, use of proceeds, maintenance of business, amendments of organizational documents, accounting changes, and prepayments and modifications of subordinated debt, in each case, subject to specified exceptions.

The Second Amended and Restated Credit Agreement requires the Company to comply with two financial maintenance covenants, each calculated on a consolidated basis. The Company has to maintain a maximum consolidated net leverage ratio of not greater than 3.50 to 1.00 as of the last day of each fiscal quarter, subject to a step-up, at the Company’s election, to 4.00 to 1.00 for four consecutive fiscal quarters following an acquisition above a specified threshold. The Company has to maintain a minimum consolidated interest coverage ratio of not less than 2.50 to 1.00 as of the last day of each fiscal quarter.

The Second Amended and Restated Credit Agreement contains customary events of default, including, without limitation, failure to make a payment when due, default on various covenants in the Second Amended and Restated Credit Agreement, breach of representations or warranties, cross-default on other material indebtedness, bankruptcy or insolvency, occurrence of certain

judgments and certain events under the Employee Retirement Income Security Act of 1974, invalidity of loan documents, or change of control.

If an event of default occurs and is continuing under the Second Amended and Restated Credit Agreement, the lenders may terminate their commitments and may accelerate the obligations and take certain other specified remedies.

In the ordinary course of business, certain of the lenders under the Second Amended and Restated Credit Agreement and their affiliates have provided to the Company and its subsidiaries, and may in the future provide, (i) investment banking, commercial banking cash management, foreign exchange or other financial services, and (ii) services as a bond trustee and other trust and fiduciary services, for which they have received compensation and may receive compensation in the future.

The foregoing summary of the material terms of the Second Amended and Restated Credit Agreement is qualified in its entirety by reference to the Second Amended and Restated Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Second Amended and Restated Credit Agreement among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties party thereto.
104						Cover Page Interactive Data File (embedded within the XBRL document)

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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.

Simpson Manufacturing Co., Inc.

(Registrant)

DATE:

December 22, 2025

By

/s/ Matt Dunn

Matt Dunn

Chief Financial Officer and Treasurer

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