Quanex Building Products Enters Material Definitive Agreement

TL;DR

Quanex Building Products just signed a big deal, filing an 8-K for a material definitive agreement.

AI Summary

On June 12, 2024, Quanex Building Products Corporation entered into a Material Definitive Agreement related to a direct financial obligation. The company, incorporated in Delaware with its principal executive office in Houston, Texas, filed this 8-K report to disclose this significant event.

Why It Matters

This filing indicates a significant financial commitment or agreement for Quanex Building Products, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent business risks.

Key Players & Entities

• Quanex Building Products Corporation (company) — Registrant
• June 12, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — Address of principal executive office

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share NX New York Stock Exchang
• $475 million — ity to an aggregate principal amount of $475 million (the "Revolving Credit Facility") and (
• $500 million — ity in an aggregate principal amount of $500 million (the "Term A Facility" and together wit
• $100 m — redit, and swing-line sub-facilities of $100 million, $30 million, and $15 million, re
• $30 m — ng-line sub-facilities of $100 million, $30 million, and $15 million, respectively. T
• $15 m — ities of $100 million, $30 million, and $15 million, respectively. The proceeds of th
• $310,000,000 — d an amount equal to the greater of (1) $310,000,000 and (2) 100% of consolidated EBITDA of

Filing Documents

• tm2417183d1_8k.htm (8-K) — 45KB
• tm2417183d1_ex10-1.htm (EX-10.1) — 1538KB
• 0001104659-24-071335.txt ( ) — 2022KB
• gnw-20240612.xsd (EX-101.SCH) — 3KB
• gnw-20240612_lab.xml (EX-101.LAB) — 33KB
• gnw-20240612_pre.xml (EX-101.PRE) — 22KB
• tm2417183d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement As previously announced on April 22, 2024, Quanex Building Products Corporation ("Quanex" or the "Company") reached an agreement on the terms of a recommended acquisition of Tyman plc ("Tyman") (the "Transaction"). The Transaction is intended to be implemented by means of a scheme of arrangement (the "Scheme") under Part 26 of the UK Companies Act 2006, as amended, sanctioned by the High Court of Justice in England and Wales. On June 12, 2024, in connection with the Transaction, the Company, Wells Fargo Bank, National Association ("Wells Fargo Bank", acting as agent, swingline lender and issuing lender, the "Agent"), the other entities therein specified in the capacities therein specified, and the lenders parties thereto, entered into an amendment to the Second Amended and Restated Credit Agreement, dated as of July 6, 2022 (the "Existing Credit Agreement", and the Existing Credit Agreement as so amended, the "Amended Credit Agreement"). The Amended Credit Agreement will (i) increase the senior secured revolving credit facility to an aggregate principal amount of $475 million (the "Revolving Credit Facility") and (ii) provide for a senior secured term loan A facility in an aggregate principal amount of $500 million (the "Term A Facility" and together with the Revolving Credit Facility, the "Facilities"). The Revolving Credit Facility will include alternative currency, letter of credit, and swing-line sub-facilities of $100 million, $30 million, and $15 million, respectively. The proceeds of the Revolving Credit Facility and the Term A Facility are intended to be used in part, to fund a portion of the purchase price for the acquisition of Tyman. the Amended Credit Agreement, Quanex may request incremental increases of the Facilities, provided that the total aggregate principal amount for such increases shall not exceed an amount equal to the greater of (1) $310,0

03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The description of the Amended Credit Agreement set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. The following exhibits are filed herewith: Exhibit No. Description 10.1 Amendment No.1 to the Second Amended and Restated Credit Agreement among the Company (acting as borrower), the Company subsidiaries acting as guarantors thereto, Wells Fargo Bank, National Association as agent, swingline lender and issuing lender, and the other parties thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains certain "forward-looking statements". These statements are based on the current expectations of the management of Quanex and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements include statements relating to the expected effects of the Transaction. Forward-looking statements include statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates" and words of similar import and including statements relating to future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects and business and management strategies and the expansion and growth of the operations of Quanex following completion of the Transaction. Although Quanex believes that the expectations reflected in such forward-looking statements are reasonable, Quanex can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: the possibility that the Transaction will not be completed on a timely basis or at all, whether due to the failure to satisfy the conditions of the Transaction (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganization activities, interest rate and currency fluctuations, the inability of the combined company to re

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Quanex Building Products Corporation Date: June 13, 2024 By: /s/ Scott Zuehlke Name: Scott Zuehlke Title: SVP, CFO and Treasurer

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View this 8-K filing on SEC EDGAR