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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/02/20 BlueLinx Holdings Inc. 8-K:1,7,8,912/31/19 2:39K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 19K 2: EX-99.1 Miscellaneous Exhibit HTML 14K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 31, 2019
BlueLinx Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-32383 | 77-062735 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 1950 Spectrum Circle, Marietta, Georgia | 30067 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (770) 953-7000
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
| ¨ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication 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 (§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. ¨
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 $0.01 per share | BXC | New York Stock Exchange |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 31, 2019, BlueLinx Holdings Inc. (the “Company”) amended its existing term loan facility (the “Term Loan Facility”) by entering into that certain Fourth Amendment to Credit and Guaranty Agreement (the “Amendment”), by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, HPS Investment Partners, LLC, as administrative agent and collateral agent (the “Administrative Agent”), and the other financial institutions party thereto, as lenders (the “Lenders”).
Pursuant to the Amendment, the Company now has until March 27, 2020, to satisfy the designated outstanding principal balance level required to maintain its modified “Total Net Leverage Ratio” covenant levels for the 2019 fourth quarter and subsequent quarters. The designated principal balance level is approximately $95.3 million, and the repayment amount required to reach that level was reduced to approximately $23.7 million following the repayment made with net proceeds of the sale-leaseback transactions described in Item 8.01 below. The Amendment also made other conforming changes to the terms of the Term Loan Facility.
The foregoing description of the material terms of the Amendment is qualified in its entirety by reference to the Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 28, 2020.
| Item 7.01 | Regulation FD Disclosure. |
On January 2, 2020, the Company issued a press release announcing the transactions described in Items 1.01 and 8.01 of this Current Report. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On December 31, 2019, the Company, through certain of its subsidiaries, completed sale-leaseback transactions (the “Sale-Leaseback Transactions”) with affiliates of Brennan Investment Group (collectively, the “Buyer”) with respect to the Company’s warehouse facilities located in Richmond, Virginia; St. Louis (Bridgeton), Missouri; N. Kansas City, Missouri; and Nashville (Madison), Tennessee. The aggregate purchase price for the Sale-Leaseback Transactions was $33.2 million, and after security deposits, expenses, and other items, the Company received net proceeds of approximately $27.2 million. Net proceeds of the Sale-Leaseback Transactions were used to repay indebtedness under the Term Loan Facility.
The Sale-Leaseback Transactions were completed pursuant to Purchase and Sale Agreements, dated October 16, 2019, between certain subsidiaries of the Company and the Buyer (as subsequently amended, the “Purchase and Sale Agreements”). Upon completion of the Sale-Leaseback Transactions, a subsidiary of the Company entered into long-term leases on the properties for eighteen-year initial terms with multiple five-year renewal options. The leases provide for, among other things, customary security deposits in an aggregate amount of approximately $4.6 million, which will be reduced if the Company satisfies certain financial milestones.
The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Purchase and Sale Agreements, the form of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10- Q for the quarter ending March 28, 2020.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
The following exhibits are attached with this Current Report on Form 8-K:
| Exhibit No. | Exhibit Description |
| 99.1 | Press Release of BlueLinx Holdings Inc., dated January 2, 2020. |
C:
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.
| BlueLinx Holdings Inc. | |||
| Dated: January 2, 2020 | By: | /s/ Justin B. Heineman | |
| Justin B. Heineman | |||
| Vice President, General Counsel and Secretary | |||
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/28/20 | None on these Dates | |||
| 3/27/20 | ||||
| Filed on: | 1/2/20 | |||
| For Period end: | 12/31/19 | |||
| 10/16/19 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/28/20 BlueLinx Holdings Inc. 424B5 1:288K Toppan Merrill/FA |