Bluelinx Holdings (BXC)

[roger wilco]

8K out Bluelinx Holdings $BXC Merger!

https://www.sec.gov/Archives/edgar/data/1301787/000114420418013965/tv488240_8k.htm

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On March 9, 2018, BlueLinx Corporation, a Georgia corporation and wholly owned subsidiary of BlueLinx Holdings Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Panther Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of BlueLinx Corporation (“ Merger Sub ”), Cedar Creek Holdings, Inc., a Delaware corporation (“ Cedar Creek ”), and Charlesbank Equity Fund VII, Limited Partnership, a Massachusetts limited partnership (the “ Stockholder Representative ”), as the stockholder representative thereunder, pursuant to which, among other things, Merger Sub will merge with and into Cedar Creek (the “ Merger ”) with Cedar Creek surviving the Merger as an indirect wholly owned subsidiary of the Company, on the terms and subject to the conditions set forth in the Merger Agreement.

The Merger Agreement provides for an aggregate purchase price of $413 million on a debt-free, cash-free basis (the “ Merger Consideration ”). The Merger Consideration will consist of approximately $345 million in cash for payments to the equity holders of Cedar Creek and other closing payments, and approximately $68 million as the agreed value of capital leases. The Merger Consideration is subject to customary post-closing adjustments in respect of net working capital, cash, transaction expenses and indebtedness.

The Company has obtained debt financing commitments from Wells Fargo Bank, N.A., Bank of America, N.A and HPS Investment Partners, LLC (“ HPSIP ”) to fund the Merger Consideration pursuant to the Debt Commitment Letters (as defined below).

The Merger Agreement contains various customary representations, warranties and covenants, including, among others, covenants with respect to the conduct of Cedar Creek’s business during the pendency of the Merger. The parties are required to use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement. The Merger Agreement also contains certain customary limited indemnification provisions.

The consummation of the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, including, among others, (a) adoption of the Merger Agreement by the holders of a majority of the outstanding shares of common stock of Cedar Creek, (b) the absence of any restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction preventing the consummation of the Merger, and (c) expiration or earlier termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The consummation of the transactions contemplated by the Merger Agreement is not subject to any financing contingency.