8-K

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):      August 18, 2020 (August 14, 2020)     

BlueLinx Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32383	77-0627356
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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).

Emerging growth company o

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

Item 7.01    Regulation FD Disclosure.

On August 17, 2020, BlueLinx Holdings Inc. (the “Company”) issued a press release announcing the transactions described in Item 8.01 of this Current Report. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 8.01    Other Events.

On August 14, 2020, the Company, through certain of its subsidiaries, completed a sale‑leaseback transaction (the “Sale-Leaseback Transaction”) with affiliates of Brennan Investment Group (collectively, the “Buyer”) with respect to the Company’s warehouse facility located in Denver, Colorado. The aggregate purchase price for the Sale-Leaseback Transaction was $11.0 million, and after security deposits, expenses, and other items, the Company received net proceeds of approximately $10.6 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 a Purchase and Sale Agreement, dated June 1, 2020, between certain subsidiaries of the Company and the Buyer (as subsequently amended, the “Purchase and Sale Agreement”). Upon completion of the Sale-Leaseback Transaction, a subsidiary of the Company entered into a lease on the property that provides for, among other things, a customary security deposit that will be reduced if the Company satisfies certain financial milestones.

The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Purchase and Sale Agreement, the form of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10- Q for the quarter ending September 26, 2020.

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 August 17, 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: August 18, 2020	By:	/s/ Justin B. Heineman
		Justin B. Heineman
		Vice President, General Counsel & Secretary

EX-99.1

BlueLinx Announces Closing of Sale-Leaseback Transaction

MARIETTA, GA, August 17, 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 owned distribution facility in Denver, Colorado, for net cash proceeds of $10.6 million. The transaction closed on August 14, 2020, and as a part of the transaction, the Company entered into a lease agreement for the property 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 $57.8 million. As previously announced, the Company will no longer be subject to the term loan facility’s total net leverage ratio covenant as long as the principal balance level under the facility is less than $45 million.

Management Commentary

Mitch Lewis, President and Chief Executive Officer, stated, “I am very pleased to announce the closing of this latest sale-leaseback transaction, which generated meaningful net cash proceeds for debt repayment. We remain in active and ongoing discussions on other opportunities to monetize our owned real estate portfolio as we continue to aggressively pursue our deleveraging strategy.”

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 approximately 2,000 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

Kelly C. Janzen, 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. The forward-looking statements in this press release include statements about discussions regarding opportunities to monetize our owned real estate portfolio.

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 28, 2019, 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: the COVID-19 pandemic and other contagious illness outbreaks and their potential effects on our industry, suppliers and supply chain, and customers, and our business, results of operations, cash flows, financial condition, and future prospects; 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; our ability to monetize real estate assets; 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; loss of and dependence on key suppliers and manufacturers; import taxes and costs, including new or increased tariffs, anti-dumping duties, countervailing duties, or similar duties; our ability to successfully implement our strategic initiatives; fluctuations in operating results; sale-leaseback transactions and their effects; real estate leases; changes in interest rates; 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.

XML

Cover	Aug. 18, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 18, 2020
Entity Registrant Name	BlueLinx Holdings Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32383
Entity Tax Identification Number	77-0627356
Entity Address, Address Line One	1950 Spectrum Circle
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Marietta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30067
City Area Code	770
Local Phone Number	953-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BXC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001301787