| Item 1.01. |
Entry into a Material Definitive Agreement. |
On May 15, 2023, Janus International Group, Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Clearlake Capital Partners IV (AIV-Jupiter), L.P., Clearlake Capital Partners IV (Offshore), L.P., Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., Clearlake Capital Partners V, L.P., Clearlake Capital Partners V (Offshore), L.P., and Clearlake Capital Partners V (USTE), L.P. (collectively, the “Selling Stockholders”) and Jefferies LLC (the “Agent”). Pursuant to the terms of the Sale Agreement, the Selling Stockholders may sell, from time to time, up to 52,124,738 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The sales, if any, of shares of Common Stock made under the Sale Agreement may be made in sales deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the New York Stock Exchange, on any other existing trading market for our Common Stock, or to or through a market maker. Sales of shares of Common Stock may also be made by any method permitted by law, including, but not limited to, in privately negotiated transactions. The Agent will use its commercially reasonable efforts consistent with normal trading and sales practices to solicit offers to purchase shares of Common Stock, on mutually agreed terms between the Agent and the Selling Stockholders. The Company will not receive any proceeds from the sale of shares of Common Stock, if any, by the Selling Stockholders, including pursuant to any forward sale agreement.
The Selling Stockholders will pay the Agent a commission of three percent (3.0%) of the aggregate gross proceeds the Selling Stockholders receive from each sale of Common Stock, which may come in the form of a reduction to the amounts received by the Selling Stockholders in settlement of any forward sale agreement. The Selling Stockholders have no obligation to sell any shares under the Sale Agreement and the Company or Selling Stockholders may, at any time, suspend the offering of shares under the Sale Agreement.
We have been advised that the Selling Stockholders may enter into forward sale agreements in respect of the sale of up to 52,124,738 shares of our Common Stock with the Agent and/or one of its affiliates (which we refer to in such capacity as the forward counterparty). We have been advised that, in order to hedge its obligations under any forward sale agreement, if consummated, the forward counterparty may borrow shares of our Common Stock from the Selling Stockholders or from unrelated stock lenders, and the forward counterparty or its affiliates will sell those shares short (i) in privately negotiated transactions, (ii) as block transactions or (ii) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the New York Stock Exchange or sales made into any other existing trading market for our Common Stock.
The Sale Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company, the Selling Stockholders and the Agent have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
The Shares will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-257731), which was filed with the Securities and Exchange Commission on April 24, 2023 and was deemed effective on May 2, 2023.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The foregoing description of the Sale Agreement is only a summary and is qualified in its entirety by reference to the full text of the Sale Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.