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): April 624, 2020

SCHOOL SPECIALTY, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-24385

39-0971239

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

W6316 Design Drive

Greenville, Wisconsin 54942

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (920) 734-5712

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:

[ ] 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))

[ ]

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

None

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 18.~~01Entry~~01Other ~~into a Material Definitive Agreement~~Events.

On April 67, 2020, ~~and effective as of March 13, 2020,~~ School Specialty, Inc. (the “Company”) ~~entered~~filed ~~into~~its ~~(i)~~Annual ~~the~~Report ~~Seventh~~on ~~Amendment~~Form to10-K ~~Loan~~for ~~Agreement and Forbearance Agreement among~~ the ~~Company,~~fiscal asyear ~~borrower,~~ended ~~certain~~December ~~of its subsidiaries~~28, as2019 ~~guarantors, the financial institutions party thereto, as lenders and TCW Asset Management Company LLC, as the agent~~ (the “~~Term Loan Amendment~~Report”),. The ~~and~~Company ~~(ii)~~expects ~~the Tenth Amendment~~ to ~~Loan~~file ~~Agreement~~an ~~and~~Amendment ~~Forbearance Agreement among the Company, certain of its subsidiary borrowers, Bank of America, N~~No.A. ~~and~~1 ~~Bank~~on ofForm ~~Montreal, as lenders, and Bank of America, N.~~10-K/A., ~~as agent for the lenders~~ (the “~~ABL~~Form ~~Amendment,~~10-K/A”) ~~and~~to ~~together~~amend ~~with~~and ~~the~~restate ~~Term~~in ~~Loan~~its ~~Amendment,~~entirety ~~the~~Part ~~“Amendments”)~~III, inItems ~~order~~10 ~~to,~~through ~~among~~14 ~~other things: (1) extend the outside date~~ of the ~~Forbearance~~Report ~~Period (as defined in the Amendments)~~ to ~~April~~include ~~30,~~information ~~2020;~~previously ~~(2)~~omitted ~~to delay the Scheduled Term Loan Installment Payment (as defined~~ in ~~the~~reliance ~~Term Loan Amendment) and interest due~~ on ~~March~~General ~~31,~~Instruction ~~2020 to June 30, 2020;~~ G(3) ~~require the entry into on or before April 30, 2020 a restructuring support agreement in form and substance satisfactory~~ to ~~Agent~~Form ~~and~~10-K (the ~~Required~~“Part ~~Lenders~~III ~~(each as defined in the Amendments~~Information”), ~~which~~because ~~shall include, among other things, milestones in connection with a potential restructuring or sale transaction of~~ the Company ~~and~~will annot ~~agreement~~file ~~among~~a ~~Agent,~~definitive ~~the~~proxy ~~Lenders~~statement ~~and~~within ~~the~~120 ~~Company~~days ~~regarding~~after the ~~terms,~~end ~~scope,~~of ~~and~~its ~~fees~~fiscal toyear. The beCompany ~~incurred~~does innot ~~connection~~anticipate ~~with~~any ~~the~~changes ~~consummation of the transactions contemplated thereunder; and (4)~~ to ~~increase~~its ~~the~~Report ~~Borrowing~~other ~~Base~~than ~~under~~ the ~~ABL~~Part ~~Facility~~III byitems ~~adding~~referenced ~~the Seasonal Formula Amount (as defined in the ABL Amendment) during the fiscal months of February, March, April, May and June~~above.

The ~~Term~~Company ~~Loan~~continues ~~Amendment~~to experience disruptions in its operations and business for the ~~ABL~~reasons ~~Amendment~~previously ~~are~~disclosed ~~filed~~in asits ~~exhibits~~Current ~~herewith~~Report ~~and~~on Form 8-K dated March 27, 2020, which is hereby incorporated herein by reference, including the risk factor set forth therein. ~~The~~Pursuant ~~foregoing~~to ~~descriptions~~the Securities and Exchange Commission’s Order under Section 36 of the ~~Term~~Securities ~~Loan~~Exchange ~~Amendment~~Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465), the ~~ABL~~Company ~~Amendment~~is doavailing ~~not~~itself ~~purport~~of an extension of up to be45 ~~complete~~days ~~and~~to ~~are~~file ~~qualified~~the inPart ~~their~~III ~~entirety~~Information bywithin ~~the~~120 ~~full~~days ~~text~~after the end of ~~such~~its ~~agreements~~fiscal year. Accordingly, the Company expects to file the Form 10-K/A by June 10, 2020.

~~Item~~Cautionary ~~9.01.Financial~~Note ~~Statements~~Regarding ~~and~~Forward-Looking ~~Exhibits.~~Statements

~~(d)~~This ~~Exhibits~~report may contain statements concerning School Specialty’s future financial condition, results of operations, expectations, plans or prospects, including the anticipated timing of the filing of the Part III Information. Such statements are forward-looking statements. Forward-looking statements also include those preceded by or followed by words like “anticipate,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plan,” “projects,” “should,” “targets” and/or similar expressions. These forward-looking statements are based on School Specialty’s estimates and assumptions as of the date of the information presented, and as such involve uncertainty and risk, including the unprecedented impact of COVID-19 pandemic on the Company’s business and operations. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those contemplated by the forward-looking statements due to a number of factors, including those described in Item 1A. of School Specialty’s Annual Report on Form 10-K for the year ended December 28, 2019, and in School Specialty’s Current Report on Form 8-K, dated March 27, 2020, which factors are incorporated herein by reference. Any forward-looking statement in this report speaks only as of the date on which it is made. Except as required under the federal securities laws, School Specialty does not intend to update or revise the forward-looking statements.

Exhibit No.	Description
10.1	Seventh Amendment to Loan Agreement and Forbearance Agreement, dated as of April 6, 2020 and effective as of March 13, 2020, among the Company, as borrower, certain of its subsidiaries, as guarantors, the financial institutions party thereto, as lenders and TCW Asset Management Company LLC, as the agent.
10.2	Tenth Amendment to Loan Agreement and Forbearance Agreement, dated as of April 6, 2020 and effective as of March 13, 2020, among the Company, certain of its subsidiary borrowers, Bank of America, N.A. and Bank of Montreal, as lenders and Bank of America, N.A., as agent for the lenders.

SIGNATURES

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.

	SCHOOL SPECIALTY, INC.
Dated: April 8, 2020	By:/s/ Kevin Baehler
Dated: April 24, 2020	By: /s/ Kevin L. Baehler
	Kevin Baehler Executive Vice President and Chief Financial Officer
	Kevin L. Baehler Executive Vice President and Chief Financial Officer

Filing Compare · SCHOOL SPECIALTY INC