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King & Spalding advises BlueLinx on USD413m acquisition of Cedar Creek Holdings

King & Spalding has advised BlueLinx Corporation, a subsidiary of BlueLinx Holdings, on the acquisition of all of the issued and outstanding capital stock of Cedar Creek Holdings, a portfolio company of the private equity firm Charlesbank Capital Partners.

The merger agreement provides for an aggregate purchase price of USD413 million on a debt-free, cash-free basis. The merger consideration will consist of approximately USD345 million in cash for payments to the equity holders of Cedar Creek and other closing payments, and approximately USD68 million as the agreed value of capital leases. The transaction was structured as a reverse triangular merger between Cedar Creek and a wholly owned acquisition vehicle of BlueLinx, with Cedar Creek surviving the merger as a wholly owned subsidiary of BlueLinx Corporation. The transaction was financed, in part, through a refinancing of BlueLinx’s existing ABL facility, for which King & Spalding represented BlueLinx, and through a new term loan.
Headquartered in Atlanta, BlueLinx is a leading distributor of building and industrial products from over 750 suppliers to approximately 9,000 customers in North America. Cedar Creek, headquartered in Oklahoma City, Oklahoma, is a wholesale distributor of specialty lumber products and building materials with 31 facilities serving 29 states in the US.

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