UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 18, 2021, Janus International Group, LLC (“Janus Core”), a wholly owned subsidiary of Janus International Group, Inc. (“Janus” or the “Company”) entered into the Incremental Amendment No. 4 (“Amendment No. 4”), to that certain First Lien Credit and Guarantee Agreement, dated as of February 12, 2018, by and among Janus Core, as borrower, UBS AG, Stamford Branch, as administrative agent and collateral agent, and the other parties thereto (the “First Lien Credit Agreement”), as amended by Incremental Amendment No. 1, dated March 1, 2019 to the First Lien Credit Agreement (“Amendment No. 1”), Incremental Amendment No. 2, dated as of August 12, 2019 (“Amendment No. 2”), and Amendment No. 3, dated as of February 5, 2021 (“Amendment No. 3”). Pursuant to Amendment No. 4, certain additional lenders agreed to provide incremental loans in an aggregate amount of $155 million. The foregoing description is qualified it its entirety by reference to the terms of the Amendment No. 4. Copies of the First Lien Credit Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, and are incorporated by reference herein.
On August 18, 2021, Janus Core entered into the Amendment Number Two (“ABL Amendment Number Two”) to that certain ABL Credit and Guarantee Agreement, dated as of February 12, 2018, by and among Janus Core, as parent borrower, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the other parties thereto (the “ABL Agreement”), as amended by Amendment Number One, to the ABL Agreement, dated May 28, 2021 (“ABL Amendment Number One”) Pursuant to ABL Amendment Number Two, Janus Core increased its borrowing availability under the ABL Agreement from $50 million to $80 million and extended the maturity date to August 12, 2024. The foregoing description is qualified it its entirety by reference to the terms of the ABL Amendment Number Two. Copies of the ABL Agreement, ABL Amendment Number One and ABL Amendment Number Two are attached hereto as Exhibits 10.6, 10.7 and 10.8, respectively, and are incorporated by reference herein.
This Current Report on Form 8-K with respect to the information herein was inadvertently filed late. When the inadvertent lapse in filing was determined, the Company promptly filed this Current Report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| * | Contains schedules and exhibits that have been omitted pursuant to Item 601(b) of Regulation S-K. The Company agrees to furnish a supplemental copy of any such omitted exhibit or schedule to the Securities and Exchange Commission upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 29, 2021
| JANUS INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Scott Sannes | |
| Name: | Scott Sannes | |
| Title: | Chief Financial Officer | |