8-K
BlueLinx Holdings Inc. (BXC)
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): March 4, 2020
BlueLinx Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-32383 | 77-062735 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>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):
| o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || o | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || | o | 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).<br><br>Emerging growth company o<br><br>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<br><br>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 February 28, 2020, BlueLinx Holdings Inc. (the “Company”) amended its existing term loan facility (the “Facility”) by entering into that certain Fifth Amendment to Credit and Guaranty Agreement (the “Amendment”), by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, the lenders party thereto, and HPS Investment Partners, LLC, in its capacity as administrative agent.
Pursuant to the Amendment, the Company will not be subject to the Facility’s quarterly Total Net Leverage Ratio covenant from and after the time, and then for so long as, the principal balance level under the Facility is less than $45 million.
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 March 4, 2020, the Company issued a press release announcing the transactions described in Items 1.01 and 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On February 28, 2020, the Company, through certain of its subsidiaries, completed a sale‑leaseback transaction (the “Sale-Leaseback Transaction”) with affiliates of AIC Ventures L.P. (collectively, the “Buyer”) with respect to the Company’s warehouse facilities located in Elkhart, Indiana, for net proceeds of approximately $7.5 million. Net proceeds of the Sale-Leaseback Transaction were used to repay indebtedness under the Company’s term loan facility.
The Sale-Leaseback Transaction was completed pursuant to customary real estate transaction closing documents between certain subsidiaries of the Company and the Buyer. Upon completion of the Sale-Leaseback Transaction, a subsidiary of the Company entered into a long-term lease on the property for a fifteen-year initial term with multiple five-year renewal options.
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 March 4, 2020. |
| --- | --- |
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: March 4, 2020 By: /s/ Justin B. Heineman
Justin B. Heineman
Vice President, General Counsel & Corporate Secretary
Exhibit
Exhibit 99.1
1950 Spectrum Circle, Suite 300
Marietta, GA 30067
1-888-502-BLUE
www.BlueLinxCo.com
FOR IMMEDIATE RELEASE
BlueLinx Announces Completion of Sale-Leaseback Transaction
and Amendment to Term Loan
MARIETTA, GA, March 4, 2020 (GLOBE NEWSWIRE) -- BlueLinx Holdings Inc. (NYSE: BXC), a leading distributor of building and industrial products in the United States, today announced that it has completed a sale-leaseback transaction for its distribution facilities in Elkhart, Indiana, for net cash proceeds of $7.5 million. The transaction closed on February 28, 2020, and as a part of the transaction, the Company entered into a lease agreement for the property for an initial term of 15 years, with multiple renewal options, demonstrating its long-term commitment to this local market.
Net proceeds from the sale-leaseback transaction were used to repay indebtedness under the Company’s term loan. Following this repayment, the balance of the Company’s term loan was approximately $77.4 million.
The Company utilized its continuing principal reduction to enter into an amendment to its term loan facility on February 28, 2020, pursuant to which the Company will no longer be subject to the quarterly total net leverage ratio covenant when the principal balance of the term loan is less than $45 million. The amendment does not create an obligation or requirement to make payments or reduce the principal balance, and did not require the payment of an amendment fee.
The Company will provide an update on these transactions and its continuing strategy to delever during its upcoming earnings call at 10:00 a.m. Eastern on March 11, 2020.
About BlueLinx Holdings Inc.
BlueLinx (NYSE: BXC) is a leading wholesale distributor of building and industrial products in the United States with over 50,000 branded and private-label SKUs, and a broad distribution footprint servicing 40 states. BlueLinx has a differentiated distribution platform, value-driven business model and extensive cache of products across the building products industry. Headquartered in Marietta, Georgia, BlueLinx has over 2,200 associates and distributes its comprehensive range of structural and specialty products to approximately 15,000 national, regional, and local dealers, as well as specialty distributors, national home centers, industrial, and manufactured housing customers. BlueLinx encourages investors to visit its website, www.BlueLinxCo.com, which is updated regularly with financial and other important information about BlueLinx.
Contacts
Susan O’Farrell, SVP, CFO & Treasurer
BlueLinx Holdings Inc.
(770) 953-7000
Mary Moll, Investor Relations
(866) 671-5138
investor@bluelinxco.com
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements include, without limitation, any statement that predicts, forecasts, indicates or implies future results, performance, liquidity levels or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will be,” “will likely continue,” “will likely result” or words or phrases of similar meaning. These forward-looking statements include, but are not limited to, statements about our deleveraging strategy.
Forward-looking statements in this press release are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties that may cause our business, strategy, or actual results to differ materially from the forward-looking statements. These risks and uncertainties include those listed under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 29, 2018, and those discussed in our Quarterly Reports on Form 10-Q and in our periodic reports filed with the SEC from time to time. We operate in a changing environment in which new risks can emerge from time to time. It is not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause our business, strategy, or actual results to differ materially from those contained in forward-looking statements. Factors that may cause these differences include, among other things: our ability to monetize real estate assets; our ability to integrate and realize anticipated synergies from acquisitions; loss of material customers, suppliers, or product lines in connection with acquisitions; operational disruption in connection with the integration of acquisitions; our indebtedness and its related limitations; sufficiency of cash flows and capital resources; changes in interest rates; fluctuations in commodity prices; adverse housing market conditions; disintermediation by customers and suppliers; changes in prices, supply and/or demand for our products; inventory management; competitive industry pressures; industry consolidation; product shortages, including those caused by the spread of contagious illness; loss of and dependence on key suppliers and manufacturers; new tariffs; our ability to successfully implement our strategic initiatives; fluctuations in operating results; sale-leaseback transactions and their effects; real estate leases; exposure to product liability claims; our ability to complete offerings under our shelf registration statement on favorable terms, or at all; changes in our product mix; petroleum prices; information technology security and business interruption risks; litigation and legal proceedings; natural disasters and unexpected events; activities of activist stockholders; labor and union matters; limits on net operating loss carryovers; pension plan assumptions and liabilities; risks related to our internal controls; retention of associates and key personnel; federal, state, local and other regulations, including environmental laws and regulations; and changes in accounting principles. Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.