King & Spalding advised BlueLinx Corporation, a subsidiary of BlueLinx Holdings Inc. (NYSE:BXC), on a definitive agreement to acquire all of the issued and outstanding capital stock of Cedar Creek Holdings, Inc., a portfolio company of the private equity firm Charlesbank Capital Partners, in a deal announced March 9.
The merger agreement provides for an aggregate purchase price of $413 million on a debt-free, cash-free basis. 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 transaction was structured as a reverse triangular merger between Cedar Creek and a wholly owned acquisition vehicle of BlueLinx, with Cedar Creek surviving the merger as a wholly owned subsidiary of BlueLinx Corporation. The transaction was financed, in part, through a refinancing of BlueLinx’s existing ABL facility, for which King & Spalding represented BlueLinx, and through a new term loan.
Headquartered in Atlanta, BlueLinx is a leading distributor of building and industrial products from over 750 suppliers to approximately 9,000 customers in North America. Cedar Creek, headquartered in Oklahoma City, Okla., is a wholesale distributor of specialty lumber products and building materials with 31 facilities serving 29 states in the U.S.
The Atlanta-based King & Spalding team was led by partner Rahul Patel and included associates John Anderson, Sawyer Duncan and Audrey Rogers. Craig Lee and Brendan Gibson advised on finance matters. Keith Townsend and Zack Davis advised on capital markets matters. Ken Raskin and Donna Edwards advised on employee benefits matters. Ellenor Stone advised on labor and employment matters. Scott Petty advised on intellectual property matters. Taryn Reynolds, Natalie Whitaker and Jordan Hodge advised on real estate matters. Les Oakes, Jim Vines and Stephen McCullers advised on environmental and health and safety matters. John Sweet and John Green advised on tax matters. Shelby Guilbert advised on transaction insurance matters. Jon Chally and Harris Howard advised on litigation matters. Jeff Spigel and Brian Meiners advised on antitrust matters. Zack Peffer and Henry Cleland assisted on corporate matters.