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): February 2, 2021

 

 

The AZEK Company Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		001-39322		90-1017663
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1330 W Fulton Street 350 Chicago, Illinois		60607
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 275-2935

Not Applicable

(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		Trading Symbol(s)		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 February 2, 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 an amendment (the “Amendment”) of its Amended and Restated Term Loan Credit Agreement dated as of June 18, 2018 (the “Term Loan”), among the Borrower, the Company (as successor interest to CPG Newco LLC), the several lenders from time to time party thereto and Jefferies Finance LLC as administrative agent (the “Administrative Agent”).

The Amendment effects a repricing of the Applicable Margin under the Term Loan through reducing (i) the ABR floor by 25 basis points from 2.0% to 1.75%, (ii) the Adjusted LIBO Rate by 25 basis points from 1.0% to 0.75% and (iii) the Applicable Margin with respect to any Effective Date Term Loans, by up to 125 basis points from 3.75% to 2.50% in the case of any Eurocurrency Loan and by up to 125 basis points from 2.75% to 1.50% in the case of any ABR Loan. The Applicable Margin may be reduced by a further 25 basis points in respect of both Eurocurrency Loans and ABR Loans during any period that the Borrower maintains specified public corporate family ratings. Capitalized terms used in the foregoing sentence but not otherwise defined herein have the meanings assigned to them in the Term Loan. The Amendment also adds LIBOR successor provisions to the Term Loan.

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:

 

(d)

Exhibits

 

10.1

Second Amendment dated February  2, 2021 to Amended and Restated Term Loan Credit Agreement dated as of June 18, 2018, among Borrower, the Company, certain subsidiaries of the Company hereto as guarantors, the lenders party hereto and the Administrative Agent.

Signature

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: February 8, 2021						By:		/s/ Paul J. Kardish
								Paul J. Kardish
								Senior Vice President and Chief Legal Officer