BlueLinx Announces Registration Statement Update

Rhea-AI Summary

BlueLinx Holdings Inc. (NYSE: BXC) announced an amendment to its universal shelf registration statement, originally filed in November 2019. This amendment is necessary to prevent the filing from being deemed abandoned by the SEC, as no actions were taken to pursue its effectiveness after the initial filing. While there are currently no plans to issue securities, successful effectiveness of the registration would allow the company to offer up to $50 million in various securities. This move positions BlueLinx for future capital opportunities.

Positive

• Potential to raise up to $50 million through the shelf registration upon effectiveness.
• Prevention of abandonment of the registration statement, which maintains future capital raising options.

Negative

• No immediate plans to issue securities, suggesting a lack of urgent capital needs.
• Delayed actions on the shelf registration could reflect on management's urgency in capital markets.

MARIETTA, Ga., Sept. 02, 2020 (GLOBE NEWSWIRE) -- BlueLinx Holdings Inc. (NYSE: BXC), a leading distributor of building and industrial products in the United States, today announced that it filed an amendment to update an exhibit to the universal shelf registration statement on Form S-3 that it filed in November 2019. Following review of the amendment by the U.S. Securities and Exchange Commission (SEC), the Company intends to request that the shelf registration statement be declared effective.

The Company did not actively pursue effectiveness of the shelf registration statement after its initial filing with the SEC, and the Company was recently notified by the SEC that pursuant to its rules, given the passage of time since its filing, the shelf registration statement would be deemed abandoned if the Company did not request that it be declared effective. Therefore, although at the present time the Company has no specific plans to issue securities under the shelf registration statement, the Company elected to file the requisite amendment and request effectiveness rather than abandon the filing.

If the shelf registration statement is declared effective by the SEC, it will allow the offer and sale, from time to time, of up to $50 million of securities including common stock, preferred stock, debt securities, warrants, units, or any combination of such securities. Any such offers and sales would be made through one or more methods of distribution, subject to market conditions and the Company’s capital desires or needs. The terms of any offering under the shelf registration statement, and the intended uses of the net proceeds therefrom, will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to completion of the offering. A copy of the prospectus included in the registration statement may be obtained on the SEC’s website at www.sec.gov.

The registration statement has been filed with the SEC but has not yet become effective. The securities included in the registration statement may not be sold, nor may offers to buy the Securities be accepted, prior to the time the registration statement becomes effective. This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BlueLinx Holdings Inc.

BlueLinx (NYSE: BXC) is a leading wholesale distributor of building and industrial products in the United States with over 50,000 branded and private-label SKUs, and a broad distribution footprint servicing 40 states. BlueLinx has a differentiated distribution platform, value-driven business model and extensive cache of products across the building products industry. Headquartered in Marietta, Georgia, BlueLinx has approximately 2,000 associates and distributes its comprehensive range of structural and specialty products to approximately 15,000 national, regional, and local dealers, as well as specialty distributors, national home centers, industrial, and manufactured housing customers. BlueLinx encourages investors to visit its website, www.BlueLinxCo.com, which is updated regularly with financial and other important information about BlueLinx.

Contacts

Kelly C. Janzen, SVP, CFO & Treasurer
BlueLinx Holdings Inc.
(770) 953-7000

Mary Moll, Investor Relations
(866) 671-5138
investor@bluelinxco.com

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include, without limitation, any statement that predicts, forecasts, indicates or implies future results, performance, liquidity levels or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will be,” “will likely continue,” “will likely result” or words or phrases of similar meaning. These forward-looking statements include, but are not limited to, statements about review of the amendment to the shelf registration statement by the SEC, the Company’s intention to request effectiveness of the shelf registration statement following the SEC’s review, and offerings to be made pursuant to the shelf registration statement.

Forward-looking statements in this press release are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties that may cause our business, strategy, or actual results to differ materially from the forward-looking statements. These risks and uncertainties include those listed under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 28, 2019, and those discussed in our Quarterly Reports on Form 10-Q and in our periodic reports filed with the SEC from time to time. We operate in a changing environment in which new risks can emerge from time to time. It is not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause our business, strategy, or actual results to differ materially from those contained in forward-looking statements. Factors that may cause these differences include, among other things: the COVID-19 pandemic and other contagious illness outbreaks and their potential effects on our industry, suppliers and supply chain, and customers, and our business, results of operations, cash flows, financial condition, and future prospects; our ability to integrate and realize anticipated synergies from acquisitions; loss of material customers, suppliers, or product lines in connection with acquisitions; operational disruption in connection with the integration of acquisitions; our indebtedness and its related limitations; sufficiency of cash flows and capital resources; our ability to monetize real estate assets; fluctuations in commodity prices; adverse housing market conditions; disintermediation by customers and suppliers; changes in prices, supply and/or demand for our products; inventory management; competitive industry pressures; industry consolidation; product shortages; loss of and dependence on key suppliers and manufacturers; import taxes and costs, including new or increased tariffs, anti-dumping duties, countervailing duties, or similar duties; our ability to successfully implement our strategic initiatives; fluctuations in operating results; sale-leaseback transactions and their effects; real estate leases; changes in interest rates; exposure to product liability claims; our ability to complete offerings under our shelf registration statement on favorable terms, or at all; changes in our product mix; petroleum prices; information technology security and business interruption risks; litigation and legal proceedings; natural disasters and unexpected events; activities of activist stockholders; labor and union matters; limits on net operating loss carryovers; pension plan assumptions and liabilities; risks related to our internal controls; retention of associates and key personnel; federal, state, local and other regulations, including environmental laws and regulations; and changes in accounting principles. Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

FAQ

What is the purpose of BlueLinx's shelf registration statement amendment filed on Sept. 2, 2020?

The amendment prevents the abandonment of a previous shelf registration statement and allows BlueLinx to potentially raise up to $50 million in securities.

How much capital can BlueLinx raise with the effective registration statement?

BlueLinx can raise up to $50 million through various security offerings once the registration statement is declared effective.

What is the status of BlueLinx's registration statement with the SEC?

The registration statement is filed but not yet effective, meaning no securities can be sold until it is approved.

Why was an amendment to the registration statement necessary for BlueLinx?

The amendment was necessary to prevent the registration statement from being deemed abandoned by the SEC due to inaction since its initial filing.

When was BlueLinx's original shelf registration statement filed?

The original shelf registration statement was filed in November 2019.