Item 1.01. Entry
Into a Material Definitive Agreement.
On
December 22, 2022, GYP Holdings III Corp. (the “Company”), an indirect subsidiary of GMS Inc., entered into the Second Amended
and Restated ABL Credit Agreement (the “ABL Credit Agreement”) by and among GYP Holdings II Corp. (“GYP II”),
as Holdings, the Company, as the U.S. Borrower, Titan GMS Limited Partnership, a Manitoba limited partnership, as the Canadian Borrower,
the lenders named therein, and Wells Fargo Bank, N.A., as administrative agent and as collateral agent. The ABL Credit Agreement amends
the Company’s existing asset-based revolving credit facility by, among other things, (i) increasing the revolving commitments available
thereunder to $950 million, (ii) joining the Company’s indirect Canadian subsidiaries (the “Canadian Subsidiaries”)
as credit parties thereunder, (iii) including certain assets of the Canadian Subsidiaries in the borrowing base, (iv) including the ability
to borrow in Canadian dollars in an amount not to exceed $200 million, (v) extending the maturity date by five years from the closing
date of the ABL Credit Agreement and (vi) increasing the incremental debt capacity available thereunder.
The
revolving loans available under the ABL Credit Agreement bear interest at a floating rate per annum ranging from SOFR (or CDOR in the
case of Canadian dollar revolving loans) plus 1.35% to SOFR plus 1.60%, determined using a pricing grid based upon the average excess
availability under the facility. The indebtedness and obligations under the ABL Credit Agreement are secured by a first-priority
security interest in substantially all of the current assets of the Company and its subsidiaries (including the Canadian Subsidiaries)
and a second-priority security interest in substantially all of the fixed assets of the Company and its subsidiaries including the Canadian
Subsidiaries), subject to exclusions as set forth in the ABL Credit Agreement and related loan documents.
In
connection with the ABL Credit Agreement, the Company also amended its existing senior term loan facility and delivered a supplemental
indenture in respect of its existing senior notes. More specifically, the Company entered into the Fifth Amendment to First Lien Credit
Agreement (the “Term Loan Amendment”), by and among the Company, GYP II, certain subsidiaries of the Company party thereto,
the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch, which amends the First Lien Credit Agreement, dated as of April
1, 2014 (as amended by that certain Incremental First Lien Term Commitments Amendment dated as of September 27, 2016, as further amended
by that certain Second Amendment to First Lien Credit Agreement dated as of June 7, 2017, as further amended by that certain Third Amendment
to First Lien Credit Agreement dated as of June 1, 2018, as further amended by that certain Fourth Amendment to First Lien Credit Agreement,
dated as of April 22, 2021) (collectively, the “Term Loan Agreement”). The Term Loan Amendment modified by the Term Loan Agreement
by, among other things, permitting the Canadian Subsidiaries to become loan parties under the Term Loan Agreement, permitting the ABL
Credit Agreement and replacing LIBOR as the benchmark rate with Term SOFR. The indebtedness and obligations under the Term Loan Agreement
are (or, with respect to the Canadian Subsidiaries, will be) secured by a second-priority security interest in substantially all of the
current assets of the Company and its subsidiaries (including the Canadian Subsidiaries) and a first-priority security interest in substantially
all of the fixed assets of the Company and its subsidiaries (including the Canadian Subsidiaries), subject to exclusions as set forth
in the Term Loan Agreement and related loan documents. In respect of the Company’s senior notes, the Canadian Subsidiaries entered
into a supplemental indenture, pursuant to which such subsidiaries guaranteed the obligations of the Company under that certain indenture
dated as of April 22, 2021 (as amended and supplemented from time to time) among the Company (as issuer), GYP II, certain subsidiaries
of the Company and U.S. Bank National Association, a national banking association, as trustee, pursuant to which the Company issued 4.625%
Senior Notes due 2029 in the aggregate principal amount of $350,000,000.
The
foregoing description of the ABL Credit Agreement and Term Loan Amendment does not purport to be complete and is qualified in its entirety
by reference to the full text of the ABL Credit Agreement and Term Loan Amendment, which are attached hereto as Exhibits 10.1 and 10.2
and are incorporated herein by reference.