Item 1.01
Entry into a Material Definitive Agreement
On August 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.
Pursuant 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 pursuant 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, 100% 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.
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Exhibit No.
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Description
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10.1
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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.
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