UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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:
| Exhibit No. | Exhibit Description | |
| 10.1 | Stock Purchase Agreement, dated October 3, 2022, by and among BlueLinx Corporation, Vandermeer Forest Products, Inc. and David. J. Staudacher. | |
| 99.1 | Press Release, dated October 3, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 3, 2022 | By: | /s/ Shyam K. Reddy |
| Shyam K. Reddy | ||
| Chief Legal and Sustainability Officer | ||