UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
| Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications 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).
Emerging growth company
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.
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
Name of each exchange on which registered | ||
| Item 7.01 | Regulation FD Disclosure |
On May 9, 2022, Armstrong Flooring, Inc., a Delaware corporation (the “Company”), issued a press release announcing that the Company and its wholly owned subsidiaries, Armstrong Flooring Latin America, Inc., a Delaware corporation, Armstrong Flooring Canada Ltd., a British Columbia corporation, and AFI Licensing LLC, a Delaware limited liability company, filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (collectively, the “Chapter 11 Filings”).
The Company will file a separate Current Report on Form 8-K that will include additional disclosure regarding (i) the Chapter 11 Filings, (ii) the Company’s continuing process for the sale of the Company and the consideration of other strategic alternatives, (iii) the Company’s entry into a credit agreement, subject to approval of the United States Bankruptcy Court for the District of Delaware, providing for $30,000,000 of debtor-in-possession financing and (iv) certain events of default that occurred as a result of the Chapter 11 Filings under (A) that certain Credit Agreement, dated as of December 31, 2018 (as amended or supplemented from time to time), by and among the Company, as borrower, the guarantors named therein, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, as Australian security trustee and as letter of credit issuer and as swingline lender and (B) that certain Term Loan Agreement, dated as of June 23, 2020 (as amended or supplemented from time to time), by and among the Company and Armstrong Flooring Pty Ltd, as borrowers, the guarantors named therein, the lenders party thereto and Pathlight Capital LP, as administrative agent, collateral agent and Australian security trustee.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Information Regarding Trading in the Company’s Securities.
The Company continues to face certain risks and uncertainties that have been affecting its business and operations, and these risks and uncertainties may affect the Company’s ability to enter into a sale transaction and could impact the outcome of the Chapter 11 Filings. Holders of the Company’s equity securities will likely be entitled to little or no recovery on their investment following the Chapter 11 Filings, and recoveries to other stakeholders cannot be determined at this time. The Company cautions that trading in the Company’s securities given the pendency of the Chapter 11 Filings is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value realized, if any, by holders of the Company’s securities in the Chapter 11 Filings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated May 9, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
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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.
| ARMSTRONG FLOORING, INC. | ||
| By: | /s/ Christopher S. Parisi | |
| Christopher S. Parisi | ||
| Senior Vice President, General Counsel & Secretary | ||
Date: May 9, 2022
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Exhibit 99.1
Armstrong Flooring Files Voluntary Chapter 11 Petitions; Continuing to Pursue Sale of Business Through Chapter 11 Process
Company to continue fulfilling orders and commitments to stakeholders, providing the highest levels of innovation, quality and service
LANCASTER, PA., May 9, 2022 – Armstrong Flooring, Inc. (NYSE: AFI), a leader in the design and manufacture of innovative flooring solutions (“Armstrong Flooring” or “the Company”), today announced that the Company and certain of its subsidiaries have filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. In a continuation of its ongoing sale process, the Company intends to continue pursuing an efficient and value-maximizing sale of its business through a competitive Chapter 11 sale process. The Company’s businesses in China and Australia will not be included in the Chapter 11 filing, but they are part of the sale process.
In December 2021, Armstrong Flooring retained Houlihan Lokey Capital Inc. to assist with a process for the sale of the Company along with the consideration of other strategic alternatives. The sale process is continuing, and Armstrong Flooring hopes to consummate an orderly sale of the entire business or its core assets as soon as practicable.
“Our business and team members have been working diligently to strengthen our financial foundation in the face of several macroeconomic trends—including supply chain challenges, the current inflationary environment and continued headwinds from the COVID-19 pandemic,” said Michel Vermette, President and Chief Executive Officer. “With the support of our Board of Directors, we have determined that using the Chapter 11 process to effectuate a potential sale is the right next step for our Company. As we have said previously, we firmly believe in the value and potential of Armstrong Flooring—and we are confident that this definitive action puts us in the best possible position to preserve and maximize value for our stakeholders. In the meantime, we are open for business and remain firmly committed to our customers, vendors and employees as we navigate the path forward.”
In order to fund and preserve its operations during the Chapter 11 process, the Company has entered into a credit agreement, subject to Bankruptcy Court approval, providing for $30 million of debtor-in-possession (“DIP”) financing. Upon approval by the Bankruptcy Court, the DIP financing will provide Armstrong Flooring with the necessary liquidity to operate and cover administrative expenses as it pursues a value-maximizing sale.
The Company will file certain motions with the Bankruptcy Court requesting customary relief that will enable Armstrong Flooring to transition into Chapter 11 with as little disruption to its ordinary-course operations as possible, including support for payment of employee wages and certain benefit programs. The Company expects these motions to be approved within the first few days of the case.
For more information about Armstrong Flooring’s Chapter 11 case, please visit http://dm.epiq11.com/ArmstrongFlooring, email ArmstrongFlooringInfo@epiqglobal.com or call (888) 905-0459 for U.S. calls or +1 (503) 597-5611 for international calls.
The Company is represented in this matter by Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor, Houlihan Lokey Capital Inc. as its investment bank, and Riveron RTS, LLC as financial advisor.
About Armstrong Flooring
Armstrong Flooring, Inc. (NYSE: AFI) is a global leader in the design and manufacture of innovative flooring solutions that inspire beauty wherever your life happens. Headquartered in Lancaster, Pennsylvania, Armstrong Flooring continually builds on its resilient, 150-year legacy by delivering on its mission to create a stronger future for customers through adaptive and inventive solutions. The company safely and responsibly operates seven manufacturing facilities globally, working to provide the highest levels of service, quality, and innovation to ensure it remains as strong and vital as its 150-year heritage. Learn more at www.armstrongflooring.com.
Forward Looking and Cautionary Statements
Disclosures in this release and in our other public documents and comments contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated, or implied is included in our reports filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law.
Contact:
| Media: | Investors: | |
| Rachel Chesley / Diana Baldo |
Amy Trojanowski | |
| ArmstrongFlooring@fticonsulting.com |
ir.armstrongflooring.com |
Document and Entity Information |
May 09, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001655075 |
| Document Type | 8-K |
| Document Period End Date | May 09, 2022 |
| Entity Registrant Name | ARMSTRONG FLOORING, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37589 |
| Entity Tax Identification Number | 47-4303305 |
| Entity Address, Address Line One | 1770 Hempstead Road |
| Entity Address, City or Town | Lancaster |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 17605 |
| City Area Code | (717) |
| Local Phone Number | 672-9611 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Security 12b Title | Common Stock, $0.0001 par value |
| Trading Symbol | AFI |
| Security Exchange Name | NYSE |