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 April 30, 2024, Janus International Group, Inc. (the “Company”) completed a repricing pursuant to Amendment No. 7 (the “Repricing Amendment”) to that certain First Lien Credit and Guarantee Agreement (the “First Lien”), dated as of February 12, 2018, by and among Janus Intermediate, LLC, a wholly owned subsidiary of the Company (“Janus Intermediate”), Janus International Group, LLC, a wholly owned subsidiary of the Company (“Janus International”), UBS AG, Stamford Branch, as administrative agent and collateral agent, Goldman Sachs Bank USA, as successor administrative agent and collateral agent and the other parties thereto. The Repricing Amendment reduces the applicable interest rate margins on the First Lien’s term loans by 50 basis points to 1.50% (for the term loans bearing interest at rates based on the base rate) and to 2.50% (for the term loans bearing interest at rates based on the secured overnight financing rate).
The foregoing description of the Repricing Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Repricing Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
| 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 above under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
| Item 7.01. | Regulation FD Disclosure. |
On April 30, 2024, the Company issued a press release with respect to the Repricing Amendment described in Item 1.01 of this Current Report. The press release is included in this Current Report as Exhibit 99.1 and is incorporated herein by reference. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statement and Exhibits. |
| Exhibit |
Description | |
| 10.1* | Amendment No. 7 to First Lien Credit and Guarantee Agreement, dated April 30, 2024. | |
| 99.1 | Press Release, dated April 30, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
| * | 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: April 30, 2024
| JANUS INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Ramey Jackson | |
| Name: | Ramey Jackson | |
| Title: | Chief Executive Officer | |