0001188112-13-001900.txt : 20130628 0001188112-13-001900.hdr.sgml : 20130628 20130628111545 ACCESSION NUMBER: 0001188112-13-001900 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20130628 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130628 DATE AS OF CHANGE: 20130628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BlueLinx Holdings Inc. CENTRAL INDEX KEY: 0001301787 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER, PLYWOOD, MILLWORK & WOOD PANELS [5031] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32383 FILM NUMBER: 13939469 BUSINESS ADDRESS: STREET 1: 4300 WILDWOOD PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 770-953-7000 MAIL ADDRESS: STREET 1: 4300 WILDWOOD PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339 8-K 1 t76851_8k.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  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): June 28, 2013
 
  BLUELINX HOLDINGS INC.  
(Exact name of registrant specified in its charter)
 
 
Delaware  001-32383  77-0627356
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)    
 
 4300 Wildwood Parkway, Atlanta, Georgia   30339
(Address of principal executive offices)   (Zip Code)
 
Registrant’s telephone number, including area code:  (770) 953-7000
 
  Not applicable  
(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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 


Item 1.01    Entry into a Material Definitive Agreement
 
On June 28, 2013, BlueLinx Corporation (the “Operating Company”), a wholly-owned subsidiary of BlueLinx Holdings Inc. (“BlueLinx”), entered into a joinder agreement (the “Joinder Agreement”) with PNC Bank, National Association (“PNC”) and reached an agreement (the “Sixth Amendment”) with Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association (“Wells Fargo”) and the other signatories thereto to amend the terms of its existing Amended and Restated Loan and Security Agreement, dated August 4, 2006, as amended (the “Credit Agreement”). Pursuant to the Joinder Agreement, PNC will become a lender under the Credit Agreement and will provide a loan commitment in the amount of $25 million.  The Sixth Amendment modifies the Credit Agreement as follows:
 
 
(a)
increases the maximum availability from $422.5 million to $447.5 million;
 
(b)
revises the excess liquidity we are required to maintain in order to avoid being required to meet certain financial ratios and triggering additional limits on capital expenditures under the Credit Agreement to the greater of (i) $31,775,148 or (ii) the amount equal to 12.5% of the lesser of (A) our borrowing base or (B) $447.5 million; and
 
(c)
the remainder of the amount available under the uncommitted accordion credit facility decreases by the amount of the $25 million commitment to $75 million, which would permit the Operating Company to increase the maximum borrowing capacity up to $522.5 million.
 
Except as described above, all other material terms of the Credit Agreement remain substantially the same.  The foregoing descriptions of the Joinder Agreement and Sixth Amendment are qualified in their entirety by reference to the Joinder Agreement and Sixth Amendment, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
    
Item 9.01               Financial Statements and Exhibits
 
(d)           Exhibits
 
Exhibit No.
 
Description
 
10.1
 
The Sixth Amendment, dated June 28, 2013, to the Amended and Restated Loan and Security Agreement, dated August 4, 2006, as amended, by and between the Operating Company, Wells Fargo and the other signatories listed therein.
10.2
 
Lender Joinder Agreement, dated as of June 28, 2013, by and between PNC Bank, National Association and the Operating Company.
99.1
 
Press release, dated June 28, 2013.
 
 
 

 

 
SIGNATURES
 
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.  
       
 
By:
/s/ Sara E. Epstein  
    Sara E. Epstein  
       
    Vice President, General Counsel and Secretary  
 
Dated:  June 28, 2013
 
EX-10.1 2 ex10-1.htm EXHIBIT 10.1

 
Exhibit 10.1 
 
EXECUTION
 
SIXTH AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
 
SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of June 28, 2013 (this “Amendment No. 6”), is by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative and collateral agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement defined below (in such capacity, “Administrative and Collateral Agent”), BlueLinx Corporation, a Georgia corporation (“BlueLinx”), BlueLinx Services Inc., a Georgia corporation (“BSI”), and BlueLinx Florida LP, a Florida limited partnership (“BFLP”, and together with BlueLinx and BSI, each individually a “Borrower” and collectively, “Borrowers”), BlueLinx Florida Holding No. 1 Inc., a Georgia corporation (“BFH1”) and BlueLinx Florida Holding No. 2 Inc., a Georgia corporation (“BFH2”, and together with BFH1, each individually a “Guarantor” and collectively, “Guarantors”).
 
W I T N E S S E T H :
 
WHEREAS, Administrative and Collateral Agent, the parties to the Loan Agreement as lenders (collectively, “Lenders”), Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Administrative and Collateral Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and among Administrative and Collateral Agent, Lenders, Borrowers and Guarantors, as amended by First Amendment to Amended and Restated Loan and Security Agreement, dated as of October 22, 2008, Second Amendment to Amended and Restated Loan and Security Agreement, dated as of July 7, 2010, Third Amendment to Amended and Restated Loan and Security Agreement, dated as of May 10, 2011, Fourth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 11, 2011 and Fifth Amendment to Amended and Restated Loan and Security Agreement and Lender Joinder, dated as of March 29, 2013 (as from time to time further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”, and together with all agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, as from time to time amended, modified, supplemented, extended, renewed, restated, or replaced, collectively, the “Financing Agreements”);
 
WHEREAS, Borrowers and Guarantors desire to amend certain provisions of the Loan Agreement as set forth herein, and Administrative and Collateral Agent and Lenders are willing to agree to such amendments on the terms and subject to the conditions set forth herein; and
 
WHEREAS, by this Amendment No. 6, Administrative and Collateral Agent, Lenders, Borrowers and Guarantors desire and intend to evidence such amendments.
 
 
 

 

 
NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
1.           Definitions.
 
(a)           Additional Definitions.  As used herein or in the Loan Agreement or any of the other Financing Agreements, the following terms shall have the meanings given to them below and the Loan Agreement and the other Financing Agreements shall be deemed and are hereby amended to include, in addition and not in limitation, the following definitions:
 
(i)           “Amendment No. 6” shall mean Sixth Amendment to Amended and Restated Loan and Security Agreement, dated as of June 28, 2013, by and among Administrative and Collateral Agent, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.
 
(ii)          “Amendment No. 6 Effective Date” shall mean June 28, 2013.
 
(b)           Amendments to Definitions.
 
(i)           The definition of “Financial Covenant Compliance Period” is hereby deleted and the following is substituted in place thereof:
 
“Financial Covenant Compliance Period” shall mean the period commencing on any date on which Excess Availability has been less than the greater of (A) $31,775,148 or (B) the amount equal to twelve and one-half (12.5%) percent of the lesser of (1) the Borrowing Base or (2) the Revolving Loan Limit, and ending on a subsequent date on which Excess Availability has been equal to or greater than the greater of (C) $42,366,864 or (D) the amount equal to twelve and one-half (12.5%) percent of the lesser of (1) the Borrowing Base or (2) the Revolving Loan Limit, for the sixtieth (60th) consecutive day.”
 
(ii)          The definition of “Reserves” is hereby amended by deleting each reference to “$40,000,000” contained therein and substituting “$42,366,864” therefor.
 
(iii)         The definition of “Revolving Loan Threshold Limit” is hereby amended by deleting the reference to “Four Hundred Twenty-Two Million Five Hundred Thousand Dollars ($422,500,000)” contained therein and substituting “Four Hundred Forty-Seven Million Five Hundred Thousand Dollars ($447,500,000)” therefor.
 
(c)           Interpretation.  For purposes of this Amendment No. 6, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Loan Agreement as amended by this Amendment No. 6.
 
-2-
 

 

 
2.           Collection of Accounts.  Section 6.3(a) of the Loan Agreement is hereby amended by deleting each reference to “$35,000,000” contained therein and substituting “$37,071,006” therefor.
 
3.           Revolving Loan Commitments.  Schedule 1.124 to the Loan Agreement is hereby deleted in its entirety and replaced with the corresponding Schedule in the form attached hereto as Exhibit A.
 
4.           Representations and Warranties.  Borrowers and Guarantors, jointly and severally, represent and warrant with and to Administrative and Collateral Agent and Lenders as follows, which representations and warranties, together with the representations and warranties in the other Financing Agreements, shall survive the execution and delivery hereof, and the truth and correctness thereof, in all material respects, being a continuing condition of the making of any Loans by Lenders (or Administrative and Collateral Agent on behalf of Lenders) to Borrowers:
 
(a)           no Default or Event of Default exists or has occurred and is continuing as of the date of this Amendment No. 6;
 
(b)           this Amendment No. 6 and each other agreement to be executed and delivered by Borrowers and Guarantors in connection herewith (collectively, together with this Amendment No. 6, the “Amendment Documents”) has been duly authorized, executed and delivered by all necessary corporate or limited partnership action on the part of each Borrower and Guarantor which is a party hereto and, if necessary, their respective equity holders and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of each of the Borrowers and Guarantors, as the case may be, contained herein and therein constitute legal, valid and binding obligations of each of the Borrowers and Guarantors, enforceable against them in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought;
 
(c)           the execution, delivery and performance of each Amendment Document (i) are all within each Borrower’s and Guarantor’s corporate or limited partnership powers, as applicable, and (ii) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate or articles of incorporation, by laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound;
 
(d)           the resolutions of the Board of Directors or Managers or the General Partner of each Borrower and Guarantor, as applicable, delivered to Administrative and Collateral Agent by such Borrower or Guarantor on the date of the effectiveness of the Loan Agreement have not been revoked and are in full force and effect; and
 
-3-
 

 

 
(e)           all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended hereby, are true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date.
 
5.           Conditions Precedent. The amendments to the Loan Agreement contained in this Amendment No. 6 shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Administrative and Collateral Agent (the “Amendment No. 6 Effective Date”):
 
(a)           Administrative and Collateral Agent shall have received counterparts of this Amendment No. 6, duly authorized, executed and delivered by Borrowers and Guarantors;
 
(b)           Administrative and Collateral Agent shall have received a true and correct copy of each consent, waiver or approval (if any) to or of this Amendment No. 6, which Borrowers and Guarantors are required to obtain from any other Person, and such consent, approval or waiver (if any) shall be in form and substance reasonably satisfactory to Administrative and Collateral Agent;
 
(c)           all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended by Amendment No. 6, shall be true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date; and
 
(d)           no Default or Event of Default shall exist or have occurred and be continuing.
 
(e)           the increase in the Revolving Loan Threshold Limit on the Amendment No. 6 Effective Date shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
 
(f)            there shall have been paid to each Eligible Transferee providing an additional Commitment in connection with such increase in the Revolving Loan Threshold Limit all fees due and payable to such Eligible Transferee on or before the effectiveness of such increase; and
 
(g)           there shall have been paid to Administrative and Collateral Agent, for the account of the Administrative and Collateral Agent and Lenders (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
 
-4-
 

 

 
6.           Effect of Amendment No. 6.  Except as expressly set forth herein, no other amendments, changes or modifications to the Financing Agreements are intended or implied, and in all other respects the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the Amendment No. 6 Effective Date and Borrowers and Guarantors shall not be entitled to any other or further amendment by virtue of the provisions of this Amendment No. 6 or with respect to the subject matter of this Amendment No. 6.  To the extent of conflict between the terms of this Amendment No. 6 and the other Financing Agreements, the terms of this Amendment No. 6 shall control.  The Loan Agreement and this Amendment No. 6 shall be read and construed as one agreement.
 
7.           Governing Law.  The validity, interpretation and enforcement of this Amendment No. 6 and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.
 
8.           Binding Effect.  This Amendment No. 6 shall be binding upon and inure to the benefit of Borrowers, Guarantors, Administrative and Collateral Agent and Lenders and their respective successors and assigns.
 
9.           Waiver, Modification, Etc.  No provision or term of this Amendment No. 6 may be modified, altered, waived, discharged or terminated orally, but only by an instrument in writing executed by the party against whom such modification, alteration, waiver, discharge or termination is sought to be enforced.
 
10.         Further Assurances.  Borrowers and Guarantors shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Administrative and Collateral Agent to effectuate the provisions and purposes set forth in this Amendment No. 6.
 
11.         Entire Agreement.  This Amendment No. 6 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.
 
12.         Headings.  The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 6.
 
13.         Counterparts.  This Amendment No. 6 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment No. 6 by telefacsimile or a substantially similar electronic transmission shall have the same force and effect as the delivery of an original executed counterpart of this Amendment No. 6.  Any party delivering an executed counterpart of this Amendment No. 6 by telefacsimile or a substantially similar electronic transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment No. 6.
 
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
 
-5-
 

 

 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to be duly executed and delivered by their authorized officers as of the day and year first above written.
 
 
BORROWERS
         
  BLUELINX CORPORATION
         
  By:     /s/ H. Douglas Goforth 
  Name: H. Douglas Goforth
  Title:   Treasurer and CFO
 
 
BLUELINX FLORIDA LP
         
  By:  BlueLinx Florida Holding No. 2 Inc., 
     its General Partner
         
  By:     /s/ H. Douglas Goforth 
  Name: H. Douglas Goforth
  Title:   Treasurer
 
 
BLUELINX SERVICES INC.
         
  By:     /s/ H. Douglas Goforth 
  Name: H. Douglas Goforth
  Title:   Treasurer
 
 
GUARANTORS
         
  BLUELINX FLORIDA HOLDING NO. 1 INC.
         
  By:     /s/ H. Douglas Goforth 
  Name: H. Douglas Goforth
  Title:   Treasurer
 
  BLUELINX FLORIDA HOLDING NO. 2 INC.
         
  By:     /s/ H. Douglas Goforth 
  Name: H. Douglas Goforth
  Title:   Treasurer
 
[SIGNATURES CONTINUED ON NEXT PAGE]
 
[Sixth Amendment to Amended and Restated Loan and Security Agreement]
 
 
 

 

 
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
 
 
ADMINISTRATIVE AND COLLATERAL AGENT
         
  WELLS FARGO BANK, NATIONAL ASSOCIATION,
    as Administrative and Collateral Agent
         
  By:      /s/ Thomas A. Martin
  Name: Thomas A. Martin
  Title:   Vice President
 
[Sixth Amendment to Amended and Restated Loan and Security Agreement]
 

 
 
 
 
 
EX-10.2 3 ex10-2.htm EXHIBIT 10.2

 

Exhibit 10.2

 

EXECUTION
 
LENDER JOINDER AGREEMENT
 
This LENDER JOINDER AGREEMENT (this “Agreement”), dated as of June 28, 2013, is entered into by and between PNC Bank, National Association (the “New Lender”) and BlueLinx Corporation (the “Administrative Borrower”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement (as defined below).
 
RECITALS
 
WHEREAS, the Administrative Borrower, BlueLinx Services Inc. (“BSI”), BlueLinx Florida LP (“BFLP”, and together with Administrative Borrower and BSI, collectively, “Borrowers”), the Guarantors party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative and Collateral Agent, entered into that certain Amended and Restated Loan and Security Agreement, dated August 4, 2006 (as amended and modified from time to time, the “Loan Agreement”);
 
WHEREAS, pursuant to Section 2.6 of the Loan Agreement, the Borrowers have requested that the Revolving Loan Threshold Limit be increased by $25,000,000 to an aggregate amount of $447,500,000; and
 
WHEREAS, the New Lender has agreed to provide a Commitment in the amount of $25,000,000 on the terms and conditions set forth herein and to become a Lender under the Loan Agreement in connection therewith.
 
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
AGREEMENT
 
1.           The New Lender hereby agrees to provide a Commitment in the amount of $25,000,000.
 
2.            The Borrower will prepay and reborrow (pursuant to the terms of the Loan Agreement) the outstanding Revolving Loans as of the date hereof, if any, in an amount necessary such that after giving effect to the increase in the Revolving Threshold Limit, each Lender (existing Lenders and the New Lender) will hold its Pro Rata Share of outstanding Revolving Loans.
 
3.           The New Lender shall be deemed to have purchased, without recourse, a risk participation from the issuer in respect of any Letter of Credit Accommodations (“Issuing Bank”) in each Letter of Credit Accommodation issued by such Issuing Bank or otherwise existing under the Loan Agreement, and each reimbursement obligation in respect of such Letter of Credit Accommodation, in the amount equal to its Pro Rata Share of such Letter of Credit Accommodations and reimbursement obligations, and agrees to pay to Administrative and Collateral Agent, for the account of such Issuing Bank, New Lender’s Pro Rata Share of any amount at any time payable by such Issuing Bank under the applicable Letter of Credit Accommodation in accordance with the terms of the Loan Agreement.
 
 
 

 

 
4.           New Lender (a) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement and the other Financing Agreements, (b) confirms that it has received copies of the Loan Agreement and the other Financing Agreements, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it will, independently and without reliance upon Administrative and Collateral Agent, or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Financing Agreements; (d) confirms that it is an Eligible Transferee; (e) appoints and authorizes the Administrative and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Financing Agreements as are delegated to Administrative and Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (f) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Financing Agreements are required to be performed by it as a Lender.
 
5.           As of the date hereof, the New Lender shall (a) be a party to the Loan Agreement and the other Financing Agreements, (b) be a “Lender” for all purposes of the Loan Agreement and the other Financing Agreements, and (c) to the extent of the interest acquired by the New Lender pursuant to this Agreement, have the rights and obligations of a Lender under the Loan Agreement and the other Financing Agreements.
 
6.           This Lender Joinder Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  This Lender Joinder Agreement may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart.
 
7.            THIS LENDER JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
[remainder of page intentionally left blank]
 
2
 

 

 
IN WITNESS WHEREOF, the parties hereto have caused this Lender Joinder Agreement to be executed by their respective officers, as of the first date written above.
 
 
PNC BANK, NATIONAL ASSOCIATION,
as New Lender
         
  By:     /s/ Oz K. Lindley
  Name: Oz K. Lindley
  Title:   Senior Vice President 
 
 
BLUELINX CORPORATION,
  a Georgia corporation, as Administrative
Borrower
         
  By:     /s/ H. Douglas Goforth 
  Name: H. Douglas Goforth
  Title:   Treasurer and CFO
 
ACCEPTED THIS 28 DAY OF
JUNE, 2013
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, as
Administrative and Collateral Agent
       
By :  /s/     Thomas A. Martin
Name:  Thomas A. Martin
Title:    Vice President
 
[Signature Page to Lender Joinder Agreement – PNC Bank]
 
EX-99.1 4 ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1 

 

4300 Wildwood Parkway
Atlanta, GA  30339
1-888-502-BLUE
www.BlueLinxCo.com
 
Doug Goforth, CFO & Treasurer  Investor Relations: 
BlueLinx Holdings Inc.  Maryon Davis, Director Finance & IR 
(770) 953-7505 (770) 221-2666 
 
FOR IMMEDIATE RELEASE
 
BLUELINX ANNOUNCES AMENDMENT TO CREDIT AGREEMENT TO
INCREASE FACILITY TO $447.5 MILLION
 
ATLANTA – June 28, 2013 – BlueLinx Holdings Inc. (NYSE:BXC), a leading distributor of building products in North America, today announced that it has entered into an amendment to its U.S. revolving credit agreement that increases the amount of its credit facility to $447.5 million from $422.5 million.
 
Under terms of the agreement, PNC Bank, N.A. joins the syndicate of existing lenders and will provide a loan commitment in the amount of $25.0 million, utilizing $25.0 million of the Company’s $100.0 million uncommitted accordion credit facility.  All other material terms of the credit agreement remain substantially the same.
 
The existing lenders are: Wells Fargo Bank, N.A., Administrative and Collateral Agent; Regions Bank; Bank of America, N.A.; JP Morgan Chase, N.A.; and TD Bank, N.A.
 
“We welcome our new lender and are appreciative of the ongoing support of our existing lenders,” said Doug Goforth, BlueLinx’ chief financial officer and treasurer.  “Given this support, BlueLinx can continue with its focus on strengthening our business.”
 
Further details concerning the amendment are contained in the Company’s Current Report on Form 8-K, which has been filed with the Securities and Exchange Commission.
 
About BlueLinx Holdings Inc.
Headquartered in Atlanta, Georgia, BlueLinx Holdings Inc., operating through its wholly owned subsidiary BlueLinx Corporation, is a leading distributor of building products in North America. Employing approximately 1,900 people, BlueLinx offers greater than 10,000 products from over 750 suppliers to service approximately 11,500 customers nationwide, including dealers, industrial manufacturers, manufactured housing producers and home improvement retailers. The Company operates its distribution business from sales centers in Atlanta and Denver, and its current network of 55 distribution centers.  BlueLinx is traded on the New York Stock Exchange under the symbol BXC. Additional information about BlueLinx can be found on its Web site at www.BlueLinxCo.com.
 
 
 

 

 
BlueLinx Announces Amendment to Credit Agreement
Page 2 of 2
 
Forward-looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our ability to return to profitability and our outlook on the housing industry.  All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by BlueLinx to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of BlueLinx’ control that may cause its business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the supply and/or demand for products that it distributes, especially as a result of conditions in the residential housing market; general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital, including the availability of residential mortgages; the ability to identify acquisition opportunities and effectively and cost-efficiently integrate acquisitions; adverse weather patterns or conditions; acts of war or terrorist activities; variations in the performance of the financial markets; and other factors described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended December 29, 2012 and in its periodic reports filed with the Securities and Exchange Commission from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. BlueLinx undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, changes in expectation or otherwise, except as required by law.
 
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