APOGEE ENTERPRISES, INC. (NASDAQ:APOG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on November2, 2016, Apogee Enterprises,
Inc. (the Company) entered into a Second Amended and Restated
Credit Agreement (the Existing Agreement), dated as of November2,
2016, among the Company, the Lenders from time to time parties to
the Existing Agreement, Wells Fargo Bank,National Association, as
administrative agent for the Lenders, swingline lender, and Wells
Fargo Bank,National Association and U.S. Bank National
Association as issuers of letters of credit, and U.S. Bank
National Association as Syndication Agent. The Existing Agreement
created a committed, revolving credit facility in the amount of
$175 million (subject to increase under the Existing Agreement to
an amount not exceeding $275 million) with a maturity date of
November2, 2021. The credit facility included a letter of credit
facility in the amount of up to $70 million, the outstanding
amounts of which decrease the available commitment.
On June9, 2017, the Company entered into Amendment No.1 to the
Existing Agreement (Amendment No.1), dated as of June9, 2017, by
and among the Company, the Lenders (as defined therein), and
Wells Fargo Bank, National Association, as administrative agent
for the Lenders, swingline lender and (with Comerica Bank) issuer
of letters of credit.
Consistent with the Existing Agreement, under the Existing
Agreement, as amended by Amendment No.1 (the Amended Agreement),
the Company may elect the borrowings to bear interest at one of
two rates. First, borrowings under the Amended Agreement may be
made at an interest rate per annum equal to the sum of the
Applicable Margin (which is calculated based upon the Companys
debt-to-EBITDA ratio) and the LIBOR Rate (as defined in the
Amended Agreement). Second, borrowings under the Amended
Agreement may be made at an interest rate per annum equal to the
sum of the Applicable Margin and the Base Rate (which is a rate
per annum equal to the greatest of (i)the interest rate announced
by the Wall Street Journal as the Prime Rate in the United
States, (ii)the sum of 0.50%per annum and the federal funds rate
in effect on such day, and (iii)LIBOR (as defined in the Amended
Agreement) for an interest period of one month plus 1.00%) in
effect from time to time.
Amendment No.1 also amended the terms of the Existing Agreement
in the following respects:
|
The amount of the incremental loan commitments was increased to $160 million. |
|
The incremental loan commitments were exercised to increase the amount of the revolving credit facility to $335million. |
|
The indebtedness covenant was amended to be less restrictive, with an increase in the permitted amount available to be drawn under letters of credit issued by one or more Lenders. |
No other provisions of the Existing Agreement were materially
amended by Amendment No.1.
Consistent with the Existing Agreement, the Amended Agreement
provides that the Company may not be a party to any merger,
consolidation or share exchange, or sell, transfer, lease or
otherwise dispose of all or any substantial part of its assets or
property, or in any event sell or discount any of its notes or
accounts receivable, or permit any subsidiary to do so; provided,
however, that the foregoing restriction does not apply to or
operate to prevent (i)the Company being a party to any merger
where the Company is the surviving person if, after giving effect
to such merger, no Default or Event of Default (both as defined
in the Amended Agreement) would then exist, (ii)any subsidiary
merging into the Company, being a party to any merger that does
not involve the Company where such subsidiary is the surviving
person, or being party to a merger in connection with an
otherwise permitted disposition if, after giving effect to such
merger, no Default or Event of Default would then exist, (iii)the
Company or any subsidiary selling its inventory in the ordinary
course of its business, (iv)any dissolution of an inactive
subsidiary that would not have a Material Adverse Effect (as
defined in the Amended Agreement), if, after giving effect to
such dissolution, no Default or Event of Default would then
exist, and (v)any Like-Kind Exchange (as defined in the Amended
Agreement).
Consistent with the Existing Agreement, the Amended Agreement
places certain limitations on the payment of cash dividends. It
provides that the Company may not declare any dividends (other
than dividends payable in capital stock of the Company) on any
shares of any class of its capital stock, or apply any part of
its property or assets to the purchase, redemption or other
retirement of, or set apart any sum for the payment of any
dividends on, or make any other distribution by reduction of
capital or otherwise in respect of, any shares of any class of
capital stock of the Company, unless, immediately after giving
effect to such action, there shall not have occurred any Default
or Event of Default that is continuing.
Amounts due under the Amended Agreement may be accelerated upon
an Event of Default, such as a breach of a representation or
covenant or the occurrence of bankruptcy, if not otherwise waived
or cured.
Wells Fargo Bank, National Association and certain lenders that
are parties to the Agreement have provided, from time to time,
and may continue to provide, commercial banking, transfer agent,
financial and other services to the Company, including letters of
credit, depository and account processing services, for which the
Company has paid and intends to pay customary fees.
The foregoing description of the Existing Agreement, Amendment
No.1 and Amended Agreement is not complete and is qualified in
its entirety by reference to the Existing Agreement, a copy of
which was filed as Exhibit 10.1 to the Current Report on Form8-K
filed with the Securities and Exchange Commission (the SEC) on
November4, 2016, and the Amendment No.1, a copy of which is filed
as Exhibit10.1 to this Current Report on Form8-K and which are
incorporated herein by reference.
Item2.01Completion of Acquisition or Disposition of
Assets.
On June12, 2017, the Company completed its previously announced
acquisition of all of the outstanding shares of capital stock
(the Shares) of EFCO Corporation, a Missouri corporation (EFCO)
and wholly-owned subsidiary of Pella Corporation, an Iowa
corporation, to a stock purchase agreement (the Stock Purchase
Agreement) dated April28, 2017. The purchase price for the Shares
is equal to an aggregate amount of $192.3 million, reflecting
adjustments for EFCOs available cash and estimated net working
capital, payable in the form of (i)a one-time cash payment in an
amount equal to $184.8 million paid at closing and (ii)three
installment payments of $2.5 million due on the first three
anniversaries of the closing date. The purchase price was funded
by borrowings under the Companys credit facility, as amended.
A summary of the material terms and a copy of the Stock Purchase
Agreement are included with the Companys Current Report on Form
8-K filed with the Securities Exchange Commission on May2, 2017.
Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
As described under Item1.01 of this Current Report onForm8-K,on
June9, 2017, the Company entered into Amendment No.1 to the
Second Amended and Restated Credit Agreement, dated as of June9,
2017, by and among the Company, the Lenders (as defined therein),
and Wells Fargo Bank, National Association, as administrative
agent for the Lenders, swingline lender and (with Comerica Bank)
issuer of letters of credit. As of June14, 2017, the date of this
Current Report, the Company had outstanding borrowings of $268
million under the credit facility. The information provided in
Item1.01 of this Current Report onForm8-Kis incorporated herein
by reference.
Item8.01Other Events.
The Company issued a press release on June12, 2017 announcing
that it had completed its previously announced acquisition of all
the outstanding Shares of EFCO to the Stock Purchase Agreement. A
copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in this Item8.01 of this Current Report,
including Exhibit 99.1, is being furnished herewith and shall not
be deemed filed for the purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Item9.01Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item will be filed by
amendment to this Current Report on Form 8-K as soon as
practicable, and in any event not later than 71 calendar days
after the date that this Current Report is required to be filed
to Item2.01.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item will be
filed by amendment to this Current Report on Form 8-K as soon as
practicable, and in any event not later than 71 calendar days
after the date that this Current Report is required to be filed
to Item2.01.
(d)Exhibits.
|
Exhibit Number |
Description |
|
| 10.1 |
Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated as of June 9, 2017, by and among the Company, the Lenders (as defined therein), and Wells Fargo Bank, National Association, as administrative agent for the Lenders, swingline lender and (with Comerica Bank) issuer of letters of credit.* |
|
| 99.1 |
Press Release of Apogee Enterprises, Inc. issued on June 12, 2017.** |
| * | Filed herewith. |
| ** | Furnished herewith. |
About APOGEE ENTERPRISES, INC. (NASDAQ:APOG)
Apogee Enterprises, Inc. is engaged in the design and development of glass solutions for enclosing commercial buildings and framing art. The Company operates through four segments: Architectural Glass, Architectural Services, Architectural Framing Systems and Large-Scale Optical Technologies (LSO). The Architectural Glass segment fabricates coated glass used in customized window and wall systems. The Architectural Services segment designs, engineers, fabricates and installs the walls of glass, windows and other curtainwall products making up the outside skin of commercial and institutional buildings. The Architectural Framing Systems segment designs, engineers, fabricates and finishes the aluminum frames used in customized aluminum and glass window, curtainwall, storefront and entrance systems. The Large-Scale Optical Technologies segment manufactures glass and acrylic products for the custom picture framing and fine art markets.