UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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): June 15, 2015~~___________________________________

Date of Report: July 23, 2015

Date of earliest event reported: July 23, 2015

EURAMAX HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		333-05978	58-2502320
Delaware(State or other jurisdiction of incorporation)	333-05978 (Commission File Number)	58-2502320(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
	303 Research Drive, Suite 400Norcross, GA 30092 (Address of principal executive offices, including zip code)

303 Research Drive, Suite 400

Norcross, GA 30092

(Address of principal executive offices)

Registrant’s telephone number, including area code: (770) 449-7066

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~[ ] ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~230.425)

~~o Written~~[ ] ~~communications~~Soliciting material pursuant to Rule ~~425~~ 14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

~~o Soliciting~~[ ] ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~ 14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

o [ ] Pre-commencement communications pursuant to Rule ~~14d~~ 13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-2 4(bc))

~~o Pre-commencement~~Item ~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240~~8.~~13e-4~~01 Other ~~(c))~~Events.

~~Item~~On 7July 23, 2015 Euramax Holdings, Inc.01 ~~Regulation~~(“Holdings”) issued FDa ~~Disclosure~~press release announcing that its wholly-owned subsidiary Euramax International, Inc. (the “Company”) has commenced a private placement of up to $385,000,000 aggregate principal amount of senior secured notes (the “Notes”). The Company intends to use the net proceeds from the offering of Notes to (i) redeem and repay in full its outstanding 9.50% senior secured notes due April 1, 2016 (the “2016 Notes”) and (ii) pay fees and expenses related to the offering and related transactions. Any remaining proceeds will be available for general corporate purposes. In addition to customary closing conditions, the completion of the offering of Notes is conditioned upon the Company entering into an amendment to its senior unsecured loan facility in the aggregate principal amount of $125.0 million (the “Senior Unsecured Loan Facility”).

~~Copies~~The ofNotes ~~slides~~are ~~from~~being anoffered ~~investor~~and ~~presentation~~will ~~that~~be ~~Euramax~~sold ~~Holdings, Inc.~~only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933 (the “~~Company~~Securities Act”) and outside the United States to persons other than U.S. persons in reliance upon Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or any other securities law and, therefore, may ~~use~~not be offered or sold in ~~presentations~~the toUnited ~~investors~~States without registration or an applicable exemption from ~~time~~the toregistration ~~time~~requirements ~~are~~of ~~furnished~~the asSecurities ~~Exhibit 99~~Act and applicable state securities laws.1 ~~hereto~~This Current Report on Form 8-K does not and ~~incorporated~~will ~~herein~~not byconstitute ~~reference~~an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state in which any such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

~~The~~Also ~~information~~on ~~furnished~~July 23, 2015, and in ~~this~~connection ~~Item~~with ~~7.01,~~the ~~including~~offering ~~Exhibit 99.1~~of Notes, ~~shall~~the ~~not~~Company beentered ~~deemed~~into toa beLockup and Support Agreement (the “~~filed~~Support Agreement”) ~~for~~with ~~purposes~~all of ~~Section 18~~the ofexisting unsecured lenders (the ~~Securities~~“Lenders”) ~~Exchange~~under ~~Act~~the ofSenior ~~1934~~Unsecured Loan Facility, aspursuant ~~amended~~to (which the ~~“Exchange~~Lenders ~~Act”),~~have oragreed ~~otherwise~~to ~~subject~~support an amendment to the ~~liabilities~~loan facility. The Support Agreement contains the following principal terms and conditions for the amendment to the Senior Unsecured Loan Facility: (i) an extension of ~~that~~the ~~section~~maturity date from October 1, ~~unless~~2016 ~~the~~to ~~Company~~5.5 ~~specifically~~years ~~states~~after ~~that~~the closing date of the ~~information~~amendment, is(ii) a cash interest rate indexed to be200 ~~considered~~basis points higher than the yield on any new debt financing (“~~filed~~New Debt Financing”) ~~under~~raised to refinance the ~~Exchange~~2016 ~~Act~~Notes assuming a 4-year weighted-average life on any original issue discount or ~~incorporates~~upfront itfees byon ~~reference~~such ~~into~~New Debt Financing (the “Unsecured Cash Interest Rate”) and a ~~filing~~paid-in-kind ~~under~~(“PIK”) interest rate to be 200 basis points higher than the ~~Exchange~~Unsecured ~~Act~~Cash orInterest Rate (the ~~Securities~~“Unsecured ~~Act~~PIK Interest Rate”), all of ~~1933~~which is further described below, asand ~~amended. The~~(iii) ~~furnishing~~an upfront fee to the Lenders of 2% of the ~~information~~principal amount of the loan facility payable in ~~this~~the ~~report~~form isof ~~not~~an ~~intended~~increase ~~to,~~in ~~and~~the ~~does~~principal ~~not,~~amount ~~constitute~~of athe ~~determination~~loan orfacility ~~admission~~at bythe closing date of the ~~Company~~amendment. Other ~~that~~than the ~~information~~above inand ~~this~~certain ~~report~~terms istied ~~material~~to orthe ~~complete,~~covenants orunder the indenture that ~~investors~~will ~~should~~govern ~~consider~~the ~~this~~Notes, ~~information~~the ~~before~~principal ~~making~~terms anand ~~investment~~conditions ~~decision~~of ~~with~~the ~~respect~~Senior toUnsecured ~~any~~Loan ~~security~~Facility ofwill remain substantially the ~~Company~~same.

~~The~~For ~~exhibit~~the tofirst ~~this~~two ~~report~~years ~~may~~after ~~include~~the ~~certain~~closing ~~statements~~of ~~concerning~~the ~~expectations~~amendment, ~~for~~interest ~~the~~shall ~~future~~be ~~that~~mandatorily ~~are~~payable ~~forward~~in-~~looking~~kind ~~statements~~at asthe ~~defined~~Unsecured byPIK ~~federal~~Interest ~~securities~~Rate, ~~law~~with 2% of the per year applicable interest rate paid in cash. It isFor ~~important~~the period following the second anniversary of the closing of the amendment until the maturity of the Senior Unsecured Loan Facility, interest shall be subject to ~~note~~a ~~that~~consolidated net secured debt ratio test. If the Company’s ~~actual~~is ~~results~~in ~~could~~compliance ~~differ~~with ~~materially~~a ~~from~~consolidated ~~those~~net ~~projected~~secured indebt ~~such~~ratio ~~forward-looking~~test ~~statements~~of 4. ~~Factors~~0x ~~that~~and ~~could~~has ~~affect~~a ~~those~~minimum ~~results~~liquidity ~~include~~(calculated ~~those~~with ~~mentioned~~unrestricted incash and unutilized revolving credit facility availability) of not less than $50 million, then the Company’s ~~Annual~~shall ~~Report~~pay, with respect to any interest period, interest on ~~Form 10-K~~the ~~for~~amount outstanding under the ~~year~~Senior ~~ended~~Unsecured ~~December 31,~~Loan ~~2014~~Facility ~~and~~in ~~other~~cash ~~documents~~at ~~that~~the Unsecured Cash Interest Rate on 50% of the ~~Company~~aggregate ~~has~~principal ~~filed~~amount ~~with~~outstanding (the ~~Securities~~“Cash Portion of Interest”) and ~~Exchange~~interest ~~Commission. The~~in-kind at the Unsecured PIK Interest Rate on 50% of the aggregate principal amount outstanding; provided, however, that the Company ~~does~~may, ~~not~~upon ~~intend~~delivery to ~~update~~the ~~these~~Lenders ~~statements~~of ~~unless~~a ~~required~~certificate executed by the ~~securities~~Company’s ~~laws~~chief executive officer and chief financial officer to dothe soeffect that payment of the Cash Portion of Interest in cash would, ~~and~~in their reasonable judgment, result in an adverse effect on the Company ~~undertakes~~based noon ~~obligation~~its tothen ~~publicly~~current ~~release~~and projected financial condition and forecasts, pay in kind the ~~result~~Cash Portion of ~~any~~Interest ~~revisions~~(other tothan ~~any~~the ~~such~~2% ~~forward-looking~~minimum ~~statements~~cash interest that ~~may~~is required to be ~~made~~paid toin ~~reflect~~cash) ~~events~~at orthe ~~circumstances~~Unsecured PIK Interest Rate for not more than one interest period in any rolling four quarter period commencing with the first full quarter after the second anniversary of the closing date of ~~this~~the ~~report~~amendment. If the Company is not in compliance with a consolidated net secured debt ratio test of 4.0x or tohas ~~reflect~~a minimum liquidity of less than $50 million, then the ~~occurrence~~Company shall pay interest on the aggregate principal amount outstanding under the Senior Unsecured Loan Facility at the Unsecured PIK Interest Rate, with 2% of ~~unanticipated~~the ~~events~~per year applicable interest rate paid in cash. The loans under the Senior Unsecured Loan Facility shall be voluntarily prepayable at any time without penalty or premium.

~~Item~~The 9Lenders include certain investment funds or accounts affiliated with or managed by Highland Capital Management, L.01P., ~~Financial~~Credit ~~Statements~~Suisse Securities (USA) LLC and ~~Exhibits~~Sound Point Capital Management L.P. (“SoundPoint”). The Lenders, or certain affiliated funds, collectively beneficially own approximately 67.31% of the outstanding shares of common stock of the Company, and have provided the necessary consent of shareholders required to complete the amendment to the Senior Unsecured Loan Facility and the offering of Notes. The obligations of the Lenders under the Support Agreement are subject to the satisfaction of certain conditions, including the completion of the offering of Notes.

In connection with the amendment to the Senior Unsecured Loan Facility, the Company will also issue to the Lenders detachable 10-year warrants to purchase up to 5% of the common stock of Holdings, on a fully-diluted basis, after giving effect to the exercise of the warrants and any options or securities issued to Euramax management during the term of the warrants, at an exercise price of $0.01 per share. In addition, SoundPoint shall also receive the right to designate one individual (dthe “SP Director”) ~~Exhibits~~ to serve, and who shall be elected, as a member of the Board of Directors of Holdings (the “Holdings Board”), effective as of the closing date of the amendment, for an initial period that begins on the closing date of the amendment and ends on the later of the two-year anniversary of the closing date of the amendment and the 2017 annual meeting of Holdings stockholders, with such initial period eligible to be extended for additional one-year terms thereafter subject to the requisite approval of the Holdings stockholders; provided, however, that the SP Director will resign from the Holdings Board and SoundPoint's foregoing board designation right shall terminate permanently if at any time SoundPoint owns or controls directly or indirectly less than either (x) 87.5% of the aggregate amount of the Senior Unsecured Loan Facility owned or controlled by SoundPoint or its affiliates on the closing date of the amendment or (y) 90% of the aggregate amount of shares of capital stock in Holdings owned or controlled by SoundPoint or its affiliates on the closing date of the amendment as a result of sales or transfers of shares of Holdings capital stock by SoundPoint or its affiliates. For as long as the SP Director continues to serve on the Holdings Board, SoundPoint will waive any rights it may have to designate one or more members of the Holdings Board under the terms of the stockholders agreement, dated as of June 29, 2009, among Holdings and the stockholders party thereto (the “Holdings’ Stockholders Agreement”). In the event the SP Director is no longer entitled to serve in accordance with SoundPoint’s foregoing board designation right, then such waiver shall automatically terminate and SoundPoint shall be entitled to any and all rights to designate a member of the Holdings Board as may be provided to Holdings stockholders in accordance with the Holdings’ Stockholders Agreement as in effect from time to time.

Exhibit
Number		Description
99.1		Investor presentation slides dated June 15, 2015

The Support Agreement expires on September 15, 2015, subject to earlier termination in certain circumstances.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Support Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference. A copy of the press release issued by Holdings announcing the Company’s proposed private placement and entrance into the Support Agreement is filed as Exhibit 99.2 hereto and is incorporated by reference herein.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

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.



Exhibit No.		Description

99.1		Lockup and Support Agreement, dated as of July 23, 2015, by and among the Company, Highland Capital Management L.P., Sound Point Capital Management, LP and Credit Suisse Securities (USA) LLC.
99.2		Press release, dated July 23, 2015.

	EURAMAX HOLDINGS, INC.
	By:	/s/ Mary S. Cullin
	Name:	Mary S. Cullin
	Title:	Senior Vice President, Chief Financial Officer and Treasurer
Date: June 15, 2015

SIGNATURES

3Pursuant 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.

EXHIBIT INDEX



	EURAMAX HOLDINGS, INC.

Date: July 23, 2015	By:	/s/ Mary S. Cullin
		Name: Mary S. Cullin
		Title: Senior Vice President, Chief Financial Officer and Treasurer

Exhibit
Number		Description
99.1		Investor presentation slides dated June 15, 2015

Filing Compare · Euramax Holdings, Inc.