BLUELINX HOLDINGS INC. (NYSE:BXC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement
OnAugust 24, 2017, BlueLinx Corporation, a wholly-owned subsidiary of BlueLinx Holdings Inc. (the “Company”), entered into an amendment (the “Fourteenth Amendment”) with the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, and the other lenders party thereto, to amend the terms of its existing Amended and Restated Loan and Security Agreement, dated August 4, 2006, as previously amended (the “Credit Agreement”). The Fourteenth Amendment amends the Credit Agreement to amend and restate the definition of “Change in Control” therein.
to the Fourteenth Amendment, a “Change of Control” shall mean:
(a)any person or two or more persons acting in concert (other than Permitted Holders, as defined in the Credit Agreement), shall have acquired beneficial ownership, directly or indirectly, of equity interests of the Company (or other securities convertible into such equity interests) representing 30% or more of the combined voting power of all equity interests of the Company entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of the Company,
(b)any person or two or more persons acting in concert (other than Permitted Holders), shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Company or control over the equity interests of such person entitled to vote for members of the Board of Directors of the Company on a fully-diluted basis (and taking into account all such equity interests that such person or group has the right to acquire to any option right) representing 30% or more of the combined voting power of such equity interests,
(c)during any period of 24 consecutive months commencing on or after August 24, 2017, the occurrence of a change in the composition of the Board of Directors of the Company such that a majority of the members of such Board of Directors are not Continuing Directors (as defined below), or
(d)the Company fails to own and control, directly or indirectly, 50% of the equity interests of any Borrower or Guarantor, each as defined in the Credit Agreement.
In addition, the Fourteenth Amendment provides that “Continuing Director” shall mean (i) any current director of the Company who was serving as a director of the Company on August 24, 2017 and (ii) any individual who becomes a director of the Company after August 24, 2017 if such person was approved, appointed or nominated for election by either the Permitted Holders or a majority of the Continuing Directors.
Except as described above, all other material terms of the Credit Agreement remain unchanged. The foregoing description of the Fourteenth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourteenth Amendment, which is filed as Exhibit 10.1 to this Form 8-K.
|
Exhibit No. |
Description |
|
10.1 |
Fourteenth Amendment to the Amended and Restated Loan and Security Agreement, dated August 24, 2017, by and between the Company, certain of the Company’s subsidiaries, Wells Fargo Bank, National Association, and the other lenders signatory thereto. |
BlueLinx Holdings Inc. ExhibitEX-10.1 2 a8252017ex-101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1FOURTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTFOURTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT,…To view the full exhibit click here
About BLUELINX HOLDINGS INC. (NYSE:BXC)
BlueLinx Holdings, Inc. is a distributor of building products in North America. The Company operates its distribution business through a network of approximately 40 distribution centers. It serves metropolitan areas in the United States and delivers building products to a range of wholesale and retail customers. The Company distributes products in approximately two categories, such as structural products and specialty products. Structural products include plywood, oriented strand board (OSB), rebar and remesh, lumber and other wood products primarily used for structural support, walls and flooring in construction projects. Specialty products include roofing, insulation, specialty panels, molding, engineered wood products, vinyl products (used primarily in siding), outdoor living, particle board and metal products (excluding rebar and remesh). It also provides a range of services and solutions, such as intermodal distribution services; inventory stocking, and backhaul services.
