Janus International Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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| Item 1.01. | 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 materiality, knowledge, and/or other matters, and (iii) they may be modified in important part by the underlying exhibits and schedules.
| Item 7.01 | Regulation FD Disclosure. |
On May 20, 2024, the Company issued a press release with respect to the Acquisition 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 (the “Securities Act”), or the Exchange Act.
Forward-Looking Statement
Certain statements in this Current Report may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact included in this communication are forward-looking statements, including, but not limited to statements regarding the Company’s beliefs regarding the Acquisition, including the Company’s ability to integrate the Sellers’ team and capabilities with the Company’s operations, achieve expected synergies and grow the Company’s operations, and otherwise realize the intended benefits of the Acquisition. When used in this Current Report, words such as “may,” “should,” “will,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to the management team, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of the Company’s management, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements, many of which are outside of the Company’s control.
There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and the Company is not under any obligation and expressly disclaims any obligation to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. This Current Report is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above and under the heading “Risk Factors” in the Company’s most recently filed Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, as updated from time to time in amendments and its subsequent filings with the Securities and Exchange Commission.
| Item 9.01. | Financial Statement and Exhibits. |
| Exhibit Number |
Description | |
| 10.1* | Asset Purchase Agreement, dated May 17, 2024. | |
| 99.1 | Press Release, dated May 20, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
| * | Contains schedules and exhibits that have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its 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.
Date: May 20, 2024
| JANUS INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Ramey Jackson | |
| Name: | Ramey Jackson | |
| Title: | Chief Executive Officer | |