Item 1.01 Entry into a Material Definitive Agreement.
On
Under the Purchase Agreement, OpCo acquired all of the outstanding capital stock
of Vandermeer for an aggregate purchase price of approximately
The Purchase Agreement contains customary covenants and agreements, as well as representations and warranties regarding Vandermeer, its assets and its business. The Purchase Agreement also contains certain customary limited indemnification provisions for breaches of covenants and for breaches of representations and warranties. The acquisition was financed using cash on hand.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein. The Purchase Agreement contains usual and customary representations and warranties that the parties to such agreement made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Purchase Agreement among the parties, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of such agreement. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, and the representations and warranties may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.
Item 7.01 Regulation FD Disclosure.
On
The information included in this Item 7.01, as well as Exhibit 99.1, shall not be deemed 'filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
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 10.1 Stock Purchase Agreement, datedOctober 3, 2022 , by and amongBlueLinx Corporation ,Vandermeer Forest Products, Inc. and David. J. Staudacher. 99.1 Press Release, datedOctober 3, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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