Item 8.01 Other Events.
On May 11, 2022, The AZEK Company Inc. (the "Company") entered into an
accelerated share repurchase agreement (the "ASR Agreement"), pursuant to its
previously announced share repurchase program, with JPMorgan Chase Bank,
National Association ("JPMorgan") to repurchase approximately $50 million of the
Company's Class A common stock ("Class A Common Stock").
Under the ASR Agreement, the Company will make an aggregate payment of $50
million to JPMorgan and will receive an aggregate initial number of
approximately 2.4 million shares of Class A Common Stock from JPMorgan. The
specific number of shares that the Company ultimately will repurchase under the
ASR Agreement will be based generally on the average of the daily
volume-weighted average price per share of the Class A Common Stock during a
repurchase period, less a discount and subject to adjustments pursuant to the
terms and conditions of the ASR Agreement. At settlement, JPMorgan may be
required to deliver additional shares of Class A Common Stock to the Company, or
the Company may be required either to make cash payments or deliver shares of
Class A Common Stock to JPMorgan, at the Company's election. The ASR Agreement
contains customary provisions for agreements of this type, including provisions
for adjustments to the transaction terms, the circumstances under which the ASR
Agreement may be accelerated, extended or terminated, and various
representations and warranties made by the parties to one another. The
transaction is expected to be completed no later than July, 2022.
On May 11, 2022, the Company issued a press release announcing that it entered
into the ASR Agreement.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein in its entirety by reference. Such press release, including any
information that is incorporated herein, is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
rules and regulations of the SEC thereunder, or the Exchange Act or the rules
and regulations of the SEC thereunder, except as shall be expressly set forth by
specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release Announcing Accelerated Share Repurchase
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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