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): July 14, 2011
BLUELINX HOLDINGS INC.
(Exact name of registrant as specified in its charter)
         
Delaware   001-32383   77-0627356
         
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)
     
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:
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 July 14, 2011, BlueLinx Holdings Inc. (the “Company”) and certain of its subsidiaries, reached an agreement (the “Fifth Amendment”) with U.S. Bank National Association, in its capacity as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27, as successor in interest to German American Capital Corporation, to amend the terms of its existing Loan and Security Agreement, dated June 9, 2006, as amended (the “Mortgage Agreement”). The Fifth Amendment modifies the Mortgage Agreement as follows:
  •   eliminates the requirement to obtain lender approval for any transfer of equity interests that would reduce Cerberus ABP Investor LLC’s ownership in the Company and certain of its subsidiaries, directly or indirectly, to less than 51%;
 
  •   provides for the immediate prepayment of $38,349,062.48 of the indebtedness under the Mortgage Agreement without incurring a prepayment premium from funds currently held as collateral under the Mortgage Agreement and, if certain conditions are met, will allow for an additional prepayment on or after July 30, 2014 from funds held as collateral without incurrence of a prepayment premium;
 
  •   allows the Company, at the lenders’ reasonable discretion, to use a portion of the cash held as collateral under the Mortgage Agreement for specified alterations, repairs, replacements and other improvements to the mortgaged properties; and
 
  •   in the event certain financial conditions are met and the Company extends the Amended and Restated Master Lease by and among certain of its subsidiaries with respect to properties covered by the Mortgage Agreement for an additional five years, the Company may request the lenders to disburse to the Company a portion of the cash held as collateral under the Mortgage Agreement.
In connection with entering into the Fifth Amendment, the Company has agreed to pay the lenders a fee equal to 1% of the outstanding principal balance on the loan, one-half of which will be paid on or before August 15, 2011, with the remaining half being paid on December 30, 2011.
The foregoing description of the terms of the Fifth Amendment is qualified in its entirety by reference to the Fifth Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
         
Exhibit No.   Description
  10.1    
Fifth Amendment to Loan and Security Agreement, dated July 14, 2011, between the entities set forth therein collectively as borrower and U.S. Bank National Association, in its capacity as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27, as successor in interest to German American Capital Corporation, as Lender
  99.1    
Press release, dated July 14, 2011, regarding the Fifth Amendment

 

 

 

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   
    Secretary   
Dated: July 14, 2011

 

 

Exhibit 10.1
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Fifth Amendment to Loan and Security Agreement (“ Fifth Amendment ”) is made as of the 14th day of July, 2011, by and between the entities set forth on Exhibit “A” attached hereto, each a Delaware limited liability company, (collectively “ Borrower ” and each an “Individual Borrower” ), and U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY IN ITS CAPACITY AS TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C27 (“ Lender ”) as successor in interest to GERMAN AMERICAN CAPITAL CORPORATION , a Maryland corporation (“ GA ”).
R E C I T A L S:
WHEREAS , the entities set forth on Exhibit “B” attached hereto, each a Delaware limited liability company, (“ Original Borrower ”) and GA entered into that certain Loan and Security Agreement dated June 9, 2006 (“ Loan Agreement ”) pursuant to which GA loaned Original Borrower the original principal sum of $295,000,000 (“ Loan ”); and
WHEREAS , the Loan Agreement has been amended by that certain First Amendment to Loan and Security Agreement dated December 17, 2008, Second Amendment to Loan and Security Agreement dated December 30, 2008, Third Amendment to Loan and Security Agreement dated May 22, 2009, and Fourth Amendment to Loan and Security Agreement dated February 18, 2011; and
WHEREAS , the Loan is evidenced by the Loan Documents. The Loan Documents, except for Amended and Restated Notes A-1 and A-2, were assigned, and Amended and Restated Note A-2 was endorsed, to Wachovia Bank, National Association, thereafter to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27, thereafter to Bank of America, N.A., as Trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27, and thereafter Lender replaced Bank of America, N.A. as Trustee, and Amended and Restated Note A-1 was endorsed to Wachovia Bank, National Association and thereafter to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Banc of America Commercial Mortgage, Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-4; and
WHEREAS , Borrower has requested that Section 8.4 of the Loan Agreement be amended to delete Section 8.4(c).
NOW, THEREFORE , for and in consideration of the foregoing and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto consent and agree as follows:
1. The above and foregoing Recitals are true and correct and incorporated herein by reference thereto.

 

 

 

2. Section 8.4 of the Loan Agreement is hereby amended to delete Section 8.4(c).
3. Borrower and Lender agree that a Low LCR Cash Sweep Period is currently in effect. Borrower acknowledges and agrees that Lender shall on the date hereof apply the entirety of the funds held in the LCR Deterioration Reserve Account on June 30, 2011, one-half (1/2) to Amended and Restated Note A-1 and one-half (1/2) to Amended and Restated Note A-2, toward the payment of the remaining principal of said Notes, without the imposition of the otherwise applicable Yield Maintenance Premium. As of June 30, 2011, the amount on deposit in the LCR Deterioration Reserve Account is $38,349,062.48.
4. If the Low LCR Cash Sweep Period is still in effect on July 30, 2014, then in that event, Lender may, in its sole discretion, at any time thereafter while the Low LCR Cash Sweep Period is in effect, apply all of the funds (less $2,000,000.00) in the LCR Deterioration Reserve Account, one-half (1/2) to Amended and Restated Note A-1 and one-half (1/2) to Amended and Restated Note A-2, without the imposition of the otherwise applicable Yield Maintenance Premium.
5. So long as a Low LCR Cash Sweep Period is in effect, Lender agrees, in the reasonable exercise of its discretion, to disburse funds from the LCR Deterioration Reserve Account to Borrower for the payment of the cost of alterations, repairs, replacements and other improvements to the Property and the Improvements and the Building Equipment, on a location by location basis, from time to time, in response to Borrower requests for the same.
6. At such time as the Low LCR Cash Sweep Period ends, Borrower may request a disbursement to Borrower of all funds remaining in the LCR Deterioration Reserve Account, and upon Borrower providing proof satisfactory to Lender that the term of the Master Lease has been extended on the same terms and conditions currently contained therein for an additional five (5) years, disburse all of said funds to Borrower.
7. In order to induce Lender to enter into this Fifth Amendment, Borrower shall pay Lender a fee of one percent (1%) of the outstanding principal balance of the Loan as of the date hereof, one-half (1/2) thereof to be paid on or before August 15, 2011, and one-half (1/2) thereof on December 30, 2011, both by wire transfer of federal funds, from Borrower’s separate funds, not from the Holding Account or any sub-accounts thereof held by Lender.
8. Borrower hereby represents, warrants, acknowledges and covenants to and with Lender that:
(a) To the best of Borrower’s knowledge, no Event of Default or Default under any of the Loan Documents has occurred and is continuing.
(b) As of the date hereof (but not as to any matters arising hereafter), Borrower has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever against Lender or any of Lender’s predecessors in interest or any subsidiary of Lender or any of the past, present and future officers, directors, contractors, employees, agents, servicers (including, but not limited to, LNR Partners, LLC, and Wachovia Bank, National Association), attorneys, representatives, participants, successors and assigns of Lender and Lender’s predecessors in interest (collectively, the “ Lender Partners ”) with respect to: (i) the Loan; (ii) the Loan Documents; (iii) any other documents or instruments now or previously evidencing, securing or in any way relating to the Loan; (iv) the administration or funding of the Loan; or (v) the development, operation or financing of the Property. To the extent Borrower would be deemed to have any such defenses, setoffs, claims, counterclaims or causes of action as of the date hereof, Borrower waives and relinquishes them.

 

2

 

(c) Borrower acknowledges that as of the date hereof, the outstanding principal balance of the Loan is $285,668,985.72. In the event of an error or omission in the foregoing information, neither Borrower nor Lender in any way prejudices their respective right and entitlement to all monies lawfully due Lender and/or obligations regarding the same.
(d) Borrower reaffirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents as if made on the date hereof, except to the extent such representations and warranties may be subject to change in the ordinary course of Borrower’s business (to the extent permitted by the Loan Documents).
(e) To the best of Borrower’s knowledge, no representation or warranty of Borrower in this Fifth Amendment or of Guarantor or Maryland Guarantor or Indemnitor executing a Joinder hereto contains any untrue statement of material fact or intentionally omits to state a material fact necessary in order to make such representations and warranties not misleading in any material respect in light of the circumstances under which they are made. Any breach by Borrower or by any of the parties executing a Joinder hereto of any of the representations, warranties or covenants set forth herein or any Joinder hereto, after expiration of all applicable notice and cure periods, shall constitute an Event of Default under the Loan Documents.
(f) All certifications set forth in the Borrower’s Certificate of even date are true and correct in all material respects. The Borrower/Lessor and Lessee Certificate by Borrower as Lessor and BlueLinx Corporation as Lessee is true and correct in all material respects.
9. Miscellaneous items :
9.1 Ratification . Borrower hereby ratifies and confirms to Lender, as of the date hereof that, except as otherwise expressly and specifically modified by the terms of this Fifth Amendment, all of the terms, representations, warranties, covenants, indemnifications and provisions of the Note, the Loan Agreement and the other Loan Documents are and shall remain in full force and effect as legally and binding obligations of Borrower. Consent by Lender shall not constitute or imply consent to any other amendment or modification of the Loan Documents.
9.2 References . All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement, amended by the four (4) amendments described in the second Whereas clause above, as further amended hereby.
9.3 Counterparts . This Fifth Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.
9.4 Successors and Assigns . This Fifth Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns.

 

3

 

9.5 Governing Law . This Fifth Amendment shall be governed by, and construed in accordance with, the laws of the State of New York and any applicable law of the United States of America. The terms and conditions of Section 19.3 of the Loan Agreement are hereby incorporated herein by this reference, with the same force and effect as if set forth herein in their entirety.
9.6 Waiver of Jury Trial . BORROWER, GUARANTOR, MARYLAND GUARANTOR, INDEMNITORS AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS FIFTH AMENDMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION HEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, GUARANTOR, INDEMNITORS AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER, GUARANTOR, MARYLAND GUARANTOR, INDEMNITOR AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.
9.7 No Modification . No modification, amendment, extension, discharge, termination or waiver of any provision of this Fifth Amendment or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given.
9.8 Defined Terms . Unless otherwise defined in this Fifth Amendment, terms defined in the Loan Agreement or in any of the other Loan Documents shall have their defined meanings when used herein.
(Signature on following page)

 

4

 

IN WITNESS WHEREOF , Borrower and Lender, joined by Guarantor, Maryland Guarantor and Indemnitor, have executed this Fifth Amendment as of the day and date first above written.
BORROWER
     
ABP AL (MIDFIELD) LLC
  ABP AR (LITTLE ROCK) LLC
ABP CA (CITY OF INDUSTRY) LLC
  ABP CA (NATIONAL CITY) LLC
ABP CA (NEWARK) LLC
  ABP CO I (DENVER) LLC
XXXXXXXXXXXXXXXXXXXX
  ABP CT (NEWTON) LLC
ABP CO II (DENVER) LLC
  ABP FL (MIAMI) LLC
ABP FL (LAKE CITY) LLC
  ABP FL (TAMPA) LLC
ABP FL (PENSACOLA) LLC
  ABP GA (LAWRENCEVILLE) LLC
ABP FL (YULEE) LLC
  ABP IL (UNIVERSITY PARK) LLC
ABP IA (DE MOINES) LLC
  ABP KY (INDEPENDENCE) LLC
ABP IN (ELKHART) LLC
  ABP MA (BELLINGHAM) LLC
ABP LA (SHREVEPORT) LLC
  ABP ME (PORTLAND) LLC
ABP MD (BALTIMORE) SUBSIDIARY LLC
  ABP MI (GRAND RAPIDS) LLC
ABP MI (DETROIT) LLC
  ABP MN (MAPLE GROVE) LLC
ABP MN (EAGAN) LLC
  ABP MO (KANSAS CITY) LLC
ABP MO (BRIDGETON) LLC
  ABP MS (PEARL) LLC
ABP MO (SPRINGFIELD) LLC
  ABP NC (CHARLOTTE) LLC
ABP NC (BUTNER) LLC
  ABP NJ (DENVILE) LLC
ABP LA (NEW ORLEANS) LLC
  ABP NY (YAPHANK) LLC
XXXXXXXXXXXXXXXXXXXXXXXXX
  ABP OK (TULSA) LLC
ABP OH (TALMADGE) LLC
  ABP PA (ALLENTOWN) LLC
ABP OR (BEAVERTON) LLC
  ABP SC (CHARLESTON) LLC
ABP PA (STANTON) LLC
  ABP TN (ERWIN) LLC
ABP SD (SIOUX FALLS) LLC
  ABP TN (MADISON) LLC
ABP TN (MEMPHIS) LLC
  ABP TX (FORT WORTH) LLC
ABP TX (EL PASO) LLC
  ABP TX (HOUSTON) LLC
ABP TX (HARLINGEN) LLC
  ABP TX (SAN ANTONIO) LLC
ABP TX (LUBBOCK) LLC
  ABP VA (VIRGINIA BEACH) LLC
ABP VA (RICHMOND) LLC
  ABP WA (WOODINVILLE) LLC
ABP VT (SHELBURNE) LLC
  ABP WI (WAUSAU) LLC
         
  Each entity listed above
  		 
  By:   /s/ H. Douglas Goforth    
    H. Douglas Goforth   
    Vice-President and Secretary   

 

 

 

         
    LENDER :
 
       
   
U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY IN ITS CAPACITY AS TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C27
 
       
 
  By:   LNR Partners, LLC, a Florida limited liability company,
as Attorney-in-Fact
       
  By:   /s/ Larry Golinsky    
    Larry Golinsky, President   
       

 

 

 

Guarantor hereby acknowledges the modifications to the Loan Agreement made herein and hereby ratifies and confirms to Lender, as of the date hereof, that all of the terms, covenants, indemnifications and provisions of the Guaranty of Recourse Obligations dated June 9, 2006 are and shall remain in full force and effect without change except as otherwise expressly and specifically modified by this Fifth Amendment.
             
    GUARANTOR :    
 
           
    BLUELINX HOLDINGS, INC. , a Delaware corporation    
 
           
 
  By:   /s/ H. Douglas Goforth
 
H. Douglas Goforth 		   
 
      Chief Financial Officer and Treasurer    
Maryland Loan Guarantor hereby acknowledges the modifications to the Loan Agreement made herein and hereby ratifies and confirms to Lender, as of the date hereof, that all of the terms, covenants, indemnifications and provisions of the Guaranty dated June 9, 2006 are and shall remain in full force and effect without change except as otherwise expressly and specifically modified by this Fifth Amendment.
             
    MARYLAND LOAN GUARANTOR :    
 
           
    ABP MD (BALTIMORE) LLC , a Delaware limited liability company    
 
           
 
  By:   /s/ H. Douglas Goforth
 
H. Douglas Goforth 		   
 
      Vice-President and Secretary    
Indemnitor hereby acknowledges the modifications to the Loan Agreement and the other Loan Documents as made herein and hereby ratify and confirm to Lender, as of the date thereof, that all of the terms, covenants, indemnifications and provisions of the Environmental Indemnity dated June 9, 2006 are and shall remain in full force and effect without change except as otherwise expressly and specifically modified by this Fifth Amendment.
             
    INDEMNITOR :    
 
           
    BLUELINX HOLDINGS INC. , a Delaware corporation    
 
           
 
  By:   /s/ H. Douglas Goforth
 
H. Douglas Goforth 		   
 
      Chief Financial Officer and Treasurer    

 

 

 

EXHIBIT “A”
BORROWER
     
ABP AL (MIDFIELD) LLC
  ABP AR (LITTLE ROCK) LLC
ABP CA (CITY OF INDUSTRY) LLC
  ABP CA (NATIONAL CITY) LLC
ABP CA (NEWARK) LLC
  ABP CO I (DENVER) LLC
XXXXXXXXXXXXXXXXXXXXXXXX
  ABP CT (NEWTON) LLC
ABP CO II (DENVER) LLC
  ABP FL (MIAMI) LLC
ABP FL (LAKE CITY) LLC
  ABP FL (TAMPA) LLC
ABP FL (PENSACOLA) LLC
  ABP GA (LAWRENCEVILLE) LLC
ABP FL (YULEE) LLC
  ABP IL (UNIVERSITY PARK) LLC
ABP IA (DE MOINES) LLC
  ABP KY (INDEPENDENCE) LLC
ABP IN (ELKHART) LLC
  ABP MA (BELLINGHAM) LLC
ABP LA (SHREVEPORT) LLC
  ABP ME (PORTLAND) LLC
ABP MD (BALTIMORE) SUBSIDIARY LLC
  ABP MI (GRAND RAPIDS) LLC
ABP MI (DETROIT) LLC
  ABP MN (MAPLE GROVE) LLC
ABP MN (EAGAN) LLC
  ABP MO (KANSAS CITY) LLC
ABP MO (BRIDGETON) LLC
  ABP MS (PEARL) LLC
ABP MO (SPRINGFIELD) LLC
  ABP NC (CHARLOTTE) LLC
ABP NC (BUTNER) LLC
  ABP NJ (DENVILE) LLC
ABP LA (NEW ORLEANS) LLC
  ABP NY (YAPHANK) LLC
XXXXXXXXXXXXXXXXXXXXXXXXX
  ABP OK (TULSA) LLC
ABP OH (TALMADGE) LLC
  ABP PA (ALLENTOWN) LLC
ABP OR (BEAVERTON) LLC
  ABP SC (CHARLESTON) LLC
ABP PA (STANTON) LLC
  ABP TN (ERWIN) LLC
ABP SD (SIOUX FALLS) LLC
  ABP TN (MADISON) LLC
ABP TN (MEMPHIS) LLC
  ABP TX (FORT WORTH) LLC
ABP TX (EL PASO) LLC
  ABP TX (HOUSTON) LLC
ABP TX (HARLINGEN) LLC
  ABP TX (SAN ANTONIO) LLC
ABP TX (LUBBOCK) LLC
  ABP VA (VIRGINIA BEACH) LLC
ABP VA (RICHMOND) LLC
  ABP WA (WOODINVILLE) LLC
ABP VT (SHELBURNE) LLC
  ABP WI (WAUSAU) LLC

 

 

 

EXHIBIT “B”
ORIGINAL BORROWER
     
ABP AL (MIDFIELD) LLC
  ABP AR (LITTLE ROCK) LLC
ABP CA (CITY OF INDUSTRY) LLC
  ABP CA (NATIONAL CITY) LLC
ABP CA (NEWARK) LLC
  ABP CO I (DENVER) LLC
ABP CA (RIVERSIDE) LLC
  ABP CT (NEWTON) LLC
ABP CO II (DENVER) LLC
  ABP FL (MIAMI) LLC
ABP FL (LAKE CITY) LLC
  ABP FL (TAMPA) LLC
ABP FL (PENSACOLA) LLC
  ABP GA (LAWRENCEVILLE) LLC
ABP FL (YULEE) LLC
  ABP IL (UNIVERSITY PARK) LLC
ABP IA (DE MOINES) LLC
  ABP KY (INDEPENDENCE) LLC
ABP IN (ELKHART) LLC
  ABP MA (BELLINGHAM) LLC
ABP LA (SHREVEPORT) LLC
  ABP ME (PORTLAND) LLC
ABP MD (BALTIMORE) SUBSIDIARY LLC
  ABP MI (GRAND RAPIDS) LLC
ABP MI (DETROIT) LLC
  ABP MN (MAPLE GROVE) LLC
ABP MN (EAGAN) LLC
  ABP MO (KANSAS CITY) LLC
ABP MO (BRIDGETON) LLC
  ABP MS (PEARL) LLC
ABP MO (SPRINGFIELD) LLC
  ABP NC (CHARLOTTE) LLC
ABP NC (BUTNER) LLC
  ABP NJ (DENVILE) LLC
ABP ND (NORTH FARGO) LLC
  ABP NY (YAPHANK) LLC
ABP NM (ALBUQUERQUE) LLC
  ABP OK (TULSA) LLC
ABP OH (TALMADGE) LLC
  ABP PA (ALLENTOWN) LLC
ABP OR (BEAVERTON) LLC
  ABP SC (CHARLESTON) LLC
ABP PA (STANTON) LLC
  ABP TN (ERWIN) LLC
ABP SD (SIOUX FALLS) LLC
  ABP TN (NASHVILLE) LLC
ABP TN (MEMPHIS) LLC
  ABP TX (FORT WORTH) LLC
ABP TX (EL PASO) LLC
  ABP TX (HOUSTON) LLC
ABP TX (HARLINGEN) LLC
  ABP TX (SAN ANTONIO) LLC
ABP TX (LUBBOCK) LLC
  ABP VA (VIRGINIA BEACH) LLC
ABP VA (RICHMOND) LLC
  ABP WA (WOODINVILLE) LLC
ABP VT (SHELBURNE) LLC
  ABP WI (WAUSAU) LLC

 

 

Exhibit 99.1
(BLUELINKS LOGO)
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 MORTGAGE LOAN AGREEMENT
– Amendment Satisfies Condition of the On-Going Rights Offering –
ATLANTA – July 14, 2011 – BlueLinx Holdings Inc. (NYSE:BXC), a leading distributor of building products in North America, announced today that it has entered into an amendment to the Company’s mortgage loan on its owned real estate. Completion of the amendment, which the Company believes will provide it with additional liquidity, was a condition to the Company’s previously announced, on-going $60 million rights offering. This amendment combined with the amendment to the Company’s revolving credit agreement announced on May 12, 2011 satisfies all of the rights offering conditions. The rights offering is scheduled to expire on July 22, 2011, unless extended, and the subscription rights distributed by the Company in connection with the offering will continue to trade on the New York Stock Exchange until July 18, 2011, subject to extension if the rights offering is extended.
Further details regarding the terms of the mortgage loan amendment are contained in the Company’s Current Report on Form 8-K, which has been filed with the Securities and Exchange Commission.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s securities, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering will be made only by means of a prospectus. A copy of the prospectus may be obtained from the information agent, Eagle Rock Proxy Advisors, LLC at (855) 612-6975.
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 2,000 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 network of 60 distribution centers. BlueLinx is traded on the New York Stock Exchange under the symbol BXC.

 

 

 

BlueLinx Announces Amendment to Mortgage Loan Agreement
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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 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: realization of liquidity improvements as a result of the mortgage loan amendment; completion of the proposed rights offering; 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 under “Risk Factors” in the Company’s preliminary prospectus included as part of the Registration Statement on Form S-1 filed by the Company in connection with this offering 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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