UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 5, 2024 (October 31, 2024)
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| POOL CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Delaware | 0-26640 | 36-3943363 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 109 Northpark Boulevard, | | |
| Covington, | Louisiana | | 70433-5001 |
| (Address of principal executive offices) | | (Zip Code) |
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Registrant's telephone number, including area code: (985) 892-5521
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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-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: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | POOL | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
Item 1.01 Entry into a Material Definitive Agreement.
On October 31, 2024, subsidiaries of Pool Corporation (the “Company”) entered into the Joinder and Amendment No. 13 to the Receivables Purchase Agreement by and among Superior Commerce LLC, as Seller, SCP Distributors LLC, as the Servicer, the purchasers from time to time party thereto (the “Purchasers”), and Wells Fargo Bank, National Association, as Administrative Agent (as amended, the “Amended Receivables Purchase Agreement”). The Amended Receivables Purchase Agreement amends the Company’s receivable securitization facility principally to extend the facility termination date to October 30, 2026 and increase the maximum facility limit to $375.0 million in the months of April through May. As amended, the facility has a maximum facility limit of $375.0 million in the months of April through May and a funding capacity that ranges from $210.0 million to $350.0 million during the remaining months of the year.
In the ordinary course of business, the Company and its subsidiaries have engaged, and may in the future engage, certain parties to the Amended Receivables Purchase Agreement or their affiliates to provide commercial banking, investment banking, and other services for which the Company or its subsidiaries have paid or will pay customary fees or commissions.
The foregoing description of the Amended Receivables Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended Receivables Purchase Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The Amended Receivables Purchase Agreement is included as an exhibit to this Form 8-K to provide you with information regarding the terms of the Amended Receivables Purchase Agreement and is not intended to provide any other factual or disclosure information about the Company or the other parties thereto. The Amended Receivables Purchase Agreement contains representations, warranties and covenants that the parties thereto made to each other as of specific dates. These representations and warranties may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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| (d) Exhibits | |
| Joinder and Amendment No. 13 to the Receivables Purchase Agreement, effective October 31, 2024, among Superior Commerce LLC, as Seller, SCP Distributors LLC, as the Servicer, the Purchasers from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (Exhibit A/B contains the Receivables Purchase Agreement, as amended through October 31, 2024). |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
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| | | POOL CORPORATION |
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| | | By: | /s/ Melanie Housey Hart |
| | | | Melanie Housey Hart |
| | | | Vice President and Chief Financial Officer |
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Dated: November 5, 2024
