SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 31, 2021
The AZEK Company Inc.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
1330 W Fulton Street 350
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (877) 275-2935
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
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
Name of each exchange
on which registered
|Class A Common Stock, par value $0.001 per share||AZEK||The 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 31, 2021, The AZEK Company Inc., a Delaware corporation (the “Company”), its subsidiary, CPG International LLC, a Delaware limited liability company (the “Borrower”), and certain other subsidiaries of the Company entered into a third amendment (the “Amendment”) of its Amended and Restated Revolving Credit Agreement, dated as of March 9, 2017 (the “Credit Agreement”), among the Company (as successor-in-interest to CPG Newco LLC), the Borrower (as successor-in-interest to CPG Merger Sub), each of the lenders identified therein and Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swingline lender and issuing bank (the “Agent”).
The Amendment, among other changes, (i) extended the maturity of the Credit Agreement to five years after the effective date of the Amendment, (ii) reduced the interest rate margin for Revolving Loans under the Credit Agreement by 25 basis points at all pricing levels under the Availability-based pricing grid, from 1.50%-2.00% to 1.25%-1.75% in the case of Eurocurrency Revolving Loans and from 0.50-1.00% to 0.25-0.75% in the case of ABR Revolving Loans and (iii) made certain other changes to the negative covenants and certain provisions. Capitalized terms used in the foregoing sentence but not otherwise defined herein have the meanings assigned to them in the Credit Agreement. The Amendment also added LIBOR successor provisions to the Credit Agreement.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this report:
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.
|The AZEK Company Inc.|
|Date: April 5, 2021||By:|
/s/ Paul J. Kardish
|Paul J. Kardish|
|Senior Vice President and Chief Legal Officer|