APOGEE ENTERPRISES, INC. (NASDAQ:APOG) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.Entry into a Material Definitive Agreement.

On April28, 2017, Apogee Enterprises, Inc., a Minnesota
corporation (Apogee), entered into a stock purchase agreement
(the Stock Purchase Agreement) with EFCO Corporation, a Missouri
corporation (EFCO), and Pella Corporation, an Iowa corporation
(Pella). Under the terms of the Stock Purchase Agreement, Apogee
agreed to purchase from Pella all of the outstanding shares of
capital stock of EFCO (the Shares). EFCO is a manufacturer of
architectural aluminum window, curtain wall, storefront and
entrance systems for commercial construction projects.

The purchase price for the Shares is equal to an aggregate amount
of $195,000,000, subject to adjustments for available cash and
net working capital (the Purchase Price). The Purchase Price
consists of (i)a one-time cash payment in an amount equal to
$187,500,000 due at closing and (ii)three installment payments of
$2,500,000 due on the first three anniversaries of the closing
date. Apogee expects to fund the payment of the Purchase Price
with available cash and an increase in the aggregate loan
commitment under its existing revolving credit facility. Apogee
expects to increase this aggregate loan commitment between
signing and closing.

The Stock Purchase Agreement contains customary representations
and warranties by Apogee, EFCO and Pella as well as customary
covenants and agreements, including with respect to the
operations of the business of EFCO between signing and closing,
restrictions on Pella and its affiliates regarding soliciting and
responding to alternative business combination transactions,
non-competition and employee non-solicitation restrictions on
Pella and its affiliates, governmental filings and approvals, and
other matters.

The Stock Purchase Agreement also contains customary conditions
to closing, including, among other things, the representations
and warranties of Pella, EFCO and Apogee being true and correct
at the closing, except where any inaccuracies would not have a
material adverse effect; performance by Pella, EFCO and Apogee of
the covenants and agreements in the Stock Purchase Agreement; the
absence of any material adverse effect; and receipt of required
antitrust approvals, in each case as detailed in the Stock
Purchase Agreement. Receipt of financing by Apogee is not a
condition to Apogees obligations under the Stock Purchase
Agreement.

Under the terms of the Stock Purchase Agreement, Pella agrees to
indemnify Apogee for certain matters, including breaches by Pella
or EFCO of specified representations and warranties, covenants
included in the Stock Purchase Agreement, and payment obligations
involving transaction expenses and intercompany
indebtedness.Similarly, under the terms of the Stock Purchase
Agreement, Apogee agrees to indemnify Pella for certain matters,
including breaches by Apogee of specified representations and
warranties and covenants included in the Stock Purchase
Agreement. The parties respective indemnification obligations for
breaches of certain representations and warranties apply only to
the extent that the other partys losses exceed a deductible of
$975,000 and are capped at a maximum amount of $975,000; however,
certain fundamental representations and warranties are not
subject to any deductible or cap.

Apogee is required to enter into a binder agreement with Ambridge
Partners LLC respecting the issuance of a representations and
warranties insurance policy and to purchase the insurance policy
at closing. Pella agreed to reimburse Apogee for fifty percent of
the amount of the premium for the insurance policy, up to a
maximum reimbursement amount of $500,000. To facilitate the
transition of the business operations of EFCO under new
ownership, Pella and EFCO agreed to enter into a transition
services agreement at the closing, providing for the post-closing
performance by Pella of certain administrative and other services
on behalf of EFCO.

The Stock Purchase Agreement also contains termination rights for
each of Apogee, EFCO and Pella exercisable in the event that
certain closing conditions become incapable of fulfillment or if
the closing has not occurred on or before the date six months
following the date of the Stock Purchase Agreement.

The foregoing description of the Stock Purchase Agreement is not
complete and is qualified in its entirety by reference to the
Stock Purchase Agreement, which is filed as Exhibit 2.1 and is
incorporated herein by reference. The Stock Purchase Agreement
has been provided solely to inform investors of its terms. The
representations, warranties and covenants contained in the Stock
Purchase Agreement were made only for purposes of such agreement
and as of specific dates, were made solely for the benefit of the
parties to the Stock Purchase Agreement, and are intended not as
statements of fact, but rather as a way of allocating risk to one
of the parties if those statements prove to be inaccurate. In
addition, such representations, warranties and covenants may have
been qualified by certain disclosures not reflected in the text
of the Stock Purchase Agreement and may apply standards of
materiality in a way that is different from what may be viewed as
material by shareholders of, or other investors in, Apogee.
Investors are not third-party beneficiaries under the Stock
Purchase Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of
Apogee, Pella or EFCO or any of their respective subsidiaries or
affiliates.

Cautionary Statement Regarding Forward-Looking
Information

This report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements reflect managements current views with respect
to future events and financial performance. The words believe,
expect, anticipate, intend, estimate, forecast, project, should
and similar expressions are intended to identify forward-looking
statements. Any statements in this report which do not describe
historical facts, including but not limited to, statements
regarding the proposed acquisition of EFCO by Apogee; the
possibility that the closing conditions in the Stock Purchase
Agreement will not be met; Apogees expectations about the
expected benefits of the proposed transaction; the terms and
conditions of the Stock Purchase Agreement; the other
transactions contemplated by the Stock Purchase Agreement; and
Apogees expectations regarding financing for the acquisition, are
forward-looking statements which involve risks and uncertainties
that could cause actual results to differ materially from those
discussed in such forward-looking statements.From time to time,
we also may provide oral and written forward-looking statements
in other materials we release to the public, such as press
releases, presentations to securities analysts or investors, or
other communications by Apogee. Any or all of our forward-looking
statements in this report and in any public statements we make
could be materially different from actual results. Apogee cannot
give any assurance that any of the transactions contemplated by
the Stock Purchase Agreement will be completed. A further list
and description of additional business risks, uncertainties and
other factors can be found in Apogees filings with the Securities
and Exchange Commission (SEC), including its annual report on
Form10-K for the fiscal year ended March4, 2017 and subsequent
filings with the SEC. Copies of these filings, as well as
subsequent filings, are available online at www.sec.gov and
www.apog.com. Many of the factors that will determine the outcome
of the subject matter of this communication are beyond Apogees
ability to control or predict. Apogee does not undertake any
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events
or otherwise.

Item8.01.Other Events.

Apogee issued a press release on May1, 2017 announcing the
execution of the Stock Purchase Agreement.A copy of the press
release is included with this current report on Form 8-K as
Exhibit99.1.

Item9.01Financial Statements and Exhibits.

(d)Exhibits.

* Certain schedules and exhibits to this agreement have been
omitted to Item 601(b)(2) of RegulationS-K. Apogee agrees
to furnish a supplemental copy of any omitted schedule to the SEC
upon request.