Current Report Filing (8-k)
October 03 2022 - 3:17PM
Edgar (US Regulatory)
0001301787
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2022-10-03
2022-10-03
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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): October 3, 2022
BlueLinx Holdings Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
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001-32383 |
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77-0627356 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
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1950 Spectrum Circle, Suite 300, Marietta, Georgia |
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30067 |
(Address of principal executive offices) |
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(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):
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¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 $0.01 per share |
BXC |
New York Stock Exchange |
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 3, 2022, BlueLinx Corporation (“OpCo”), a Georgia
corporation and a wholly owned subsidiary of BlueLinx Holdings Inc., a Delaware corporation (the “Company”), entered into
a Stock Purchase Agreement (the “Purchase Agreement”) with Vandermeer Forest Products, Inc., a Washington corporation (“Vandermeer”),
and the sole shareholder of Vandermeer. Vandermeer is a regional distributor of building products in the Pacific Northwest.
Under the Purchase Agreement, OpCo acquired all of the outstanding
capital stock of Vandermeer for an aggregate purchase price of approximately $63.4 million, on a debt-free, cash-free basis, subject to
customary post-closing adjustments in respect of net working capital, cash, transaction expenses and indebtedness. In addition, OpCo acquired
Vandermeer’s Spokane, Washington distribution facility and related real estate from the sole shareholder of Vandermeer for approximately
$3.6 million, resulting in an aggregate purchase price of $67.0 million for the business and real property. As a result of the acquisition,
Vandermeer became a direct wholly owned subsidiary of OpCo, and an indirect wholly owned subsidiary of the Company.
The Purchase Agreement contains customary covenants and agreements,
as well as representations and warranties regarding Vandermeer, its assets and its business. The Purchase Agreement also contains certain
customary limited indemnification provisions for breaches of covenants and for breaches of representations and warranties. The acquisition
was financed using cash on hand.
The foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 10.1 hereto and incorporated
by reference herein. The Purchase Agreement contains usual and customary representations and warranties that the parties to such agreement
made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes
of the Purchase Agreement among the parties, and may be subject to important qualifications and limitations agreed to by the parties in
connection with negotiating the terms of such agreement. Moreover, the representations and warranties are subject to a contractual standard
of materiality that may be different from what may be viewed as material to stockholders, and the representations and warranties may have
been used for the purpose of allocating risk between the parties rather than establishing matters as facts.
| Item 7.01 | Regulation FD Disclosure. |
On October 3, 2022, the Company issued a press release announcing its
entry into the Purchase Agreement and the transactions described above. A copy of the press release is attached as Exhibit 99.1 hereto
and is incorporated into this Item 7.01 by reference.
The information included in this
Item 7.01, as well as Exhibit 99.1, shall not be deemed ‘filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
The following exhibits are attached with this Current Report on Form
8-K:
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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BlueLinx Holdings Inc. |
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Dated: October 3, 2022 |
By: |
/s/ Shyam K. Reddy |
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Shyam K. Reddy |
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Chief Legal and Sustainability Officer |
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