Janus International Group Enters Material Definitive Agreement

TL;DR

Janus Intl Group signed a big deal, filing shows.

AI Summary

On May 17, 2024, Janus International Group, Inc. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its principal executive offices are located at 135 Janus International Blvd., Temple, GA 30179.

Why It Matters

This filing indicates a significant new agreement for Janus International Group, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• Janus International Group, Inc. (company) — Registrant
• May 17, 2024 (date) — Date of earliest event reported
• 135 Janus International Blvd., Temple, GA 30179 (location) — Address of Principal Executive Offices
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share JBI New York Stock Exchan
• $60 million — n for the Acquisition, the Company paid $60 million in cash to the Sellers. At the closing

Filing Documents

• tm2414858d1_8k.htm (8-K) — 35KB
• tm2414858d1_ex10-1.htm (EX-10.1) — 502KB
• tm2414858d1_ex99-1.htm (EX-99.1) — 11KB
• tm249461d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-063184.txt ( ) — 831KB
• jbi-20240517.xsd (EX-101.SCH) — 3KB
• jbi-20240517_lab.xml (EX-101.LAB) — 33KB
• jbi-20240517_pre.xml (EX-101.PRE) — 22KB
• tm2414858d1_8k_htm.xml (XML) — 3KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2024 Janus International Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40456 86-1476200 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 135 Janus International Blvd. , Temple , GA 30179 (Address of Principal Executive Offices, Zip Code) Registrant's telephone number, including area code: ( 866 ) 562-2580 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.0001 per share JBI New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. On May 17, 2024, Terminal Door, LLC ("Terminal"), a Delaware limited liability company and wholly-owned subsidiary of Janus International Group, Inc. (the "Company"), entered into, and closed the transaction contemplated by, an Asset Purchase Agreement (the "Agreement") with Smith T.M.C., Inc. a Georgia corporation, Jerry O. Smith Company, LLC, a Georgia limited liability company, and J.O.S. Realty, Inc., a Georgia corporation (collectively, the "Sellers"), and David Scot Smith, the Sellers' sole equityholder ("Mr. Smith"). Pursuant to the Agreement, Terminal acquired substantially all the assets of the Sellers related to the business of trucking terminal renovation, construction, remodeling, and maintenance (the transactions contemplated by the Agreement, the "Acquisition"). As consideration for the Acquisition, the Company paid $60 million in cash to the Sellers. At the closing of the Acquisition, the Company also entered into an employment agreement with Mr. Smith. In connection therewith, the Company agreed to issue 452,279 restricted stock units, which will vest on the second anniversary of the date of grant, subject to the terms and conditions of the grant. Such equity grant was made under the Company's equity incentive plan. The Agreement contains customary representations and warranties, covenants, and indemnification provisions for a transaction of this nature, including, without limitation, confidentiality and non-compete undertakings by Mr. Smith. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, 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. The representations, warranties, and other terms contained in the Agreement were made solely for the purposes of the Agreement and as of specified dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the parties thereto. Those representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, any of the Sellers, or any of their respective affiliates. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts, since (i) they were made only as of the date of the Agreement or prior, specified dates, (ii) in some cases they are subject to qualifications with respect to

View Full Filing

View this 8-K filing on SEC EDGAR