BXC BlueLinx Holdings Inc New

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.

The Merger Agreement contains certain termination rights customary for a transaction of this type, including, among others, if the closing has not occurred on or prior to August 6, 2018.

Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions of the Merger Agreement, the Merger is expected to close in our fiscal second quarter 2018.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1, and is incorporated herein by reference. Certain schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the U.S. Securities and Exchange Commission (the “ SEC ”) a copy of any omitted schedule or exhibit upon request. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Cedar Creek, Merger Sub or the Stockholder Representative (or any of their respective subsidiaries or affiliates). The Company’s stockholders and other investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Cedar Creek, Merger Sub or the Stockholder Representative (or any of their respective subsidiaries or affiliates). In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in confidential disclosure schedules provided by each party to the other in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about the Company, Cedar Creek, Merger Sub or the Stockholder Representative (or any of their respective subsidiaries or affiliates) at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the SEC.

Debt Commitment Letters

In connection with the execution and delivery of the Merger Agreement, the Company entered into (a) a commitment letter, dated March 9, 2018 (the “ ABL Debt Commitment Letter ”), with Wells Fargo Bank, N.A. and Bank of America, N.A., pursuant to which the Company will refinance and amend and restate its existing senior secured asset-based credit facility, including increasing the aggregate commitments by up to $265 million (for total aggregate commitments of up to $600 million); and (b) a commitment letter, dated March 9, 2018 (the “ Term Loan Debt Commitment Letter ” and, together with the ABL Debt Commitment Letter, the “ Debt Commitment Letters ”), with HPSIP, pursuant to which HPSIP has agreed to provide a senior secured first lien term loan facility to the Company in an aggregate principal amount of $180 million, in each case to fund, in part, the Merger Consideration to be paid in accordance with the terms of the Merger Agreement in connection with the consummation of the Merger.

The funding of the debt financing pursuant to each Debt Commitment Letter is contingent upon the satisfaction of certain conditions set forth in such Debt Commitment Letter, including, among others, Cedar Creek not having suffered a Material Adverse Effect (as defined in the Merger Agreement), negotiation and execution of the definitive debt financing agreements contemplated by such Debt Commitment Letter, and the Merger being consummated substantially contemporaneously with the funding of the debt financing in accordance with the terms of the Merger Agreement.

The foregoing description of the Debt Commitment Letters does not purport to be complete and is qualified in its entirety by reference to the Debt Commitment Letters, which are attached hereto as Exhibit 10.1 and 10.2, and are incorporated herein by reference.