Apogee Enterprises Files 8-K/A Amendment

TL;DR

Apogee Enterprises filed an 8-K/A amendment on Nov 5, 2024, updating asset deals and financial obligations.

AI Summary

Apogee Enterprises, Inc. filed an 8-K/A amendment on November 5, 2024, related to the completion of an acquisition or disposition of assets. The filing also addresses the creation of a direct financial obligation and includes Regulation FD disclosures and financial statements/exhibits. The report date is November 4, 2024.

Why It Matters

This amendment provides updated information regarding asset transactions and financial obligations, which could impact investors' understanding of the company's financial structure and strategic moves.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and primarily provides updated disclosures rather than announcing new, significant events.

Key Players & Entities

• APOGEE ENTERPRISES, INC. (company) — Registrant
• November 4, 2024 (date) — Earliest event reported
• November 5, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.33 — nge on which registered Common Stock, $0.33 1/3 Par Value APOG The Nasdaq Stock Mar
• $242 million — ration (the "Closing") in the amount of $242 million (the "Unadjusted Purchase Price"), of w
• $1.75 million — "Unadjusted Purchase Price"), of which $1.75 million was deposited into escrow in connection
• $250 million — On November 4, 2024, the Company drew $250 million under its existing $250 million term lo

Filing Documents

• apog-20241104.htm (8-K/A) — 37KB
• a2024-11x04_uwsolutionsclo.htm (EX-99.1) — 12KB
• image_0.jpg (GRAPHIC) — 6KB
• image_1.jpg (GRAPHIC) — 7KB
• 0000006845-24-000268.txt ( ) — 197KB
• apog-20241104.xsd (EX-101.SCH) — 2KB
• apog-20241104_lab.xml (EX-101.LAB) — 22KB
• apog-20241104_pre.xml (EX-101.PRE) — 13KB
• apog-20241104_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On November 4, 2024, Apogee Enterprises, Inc. (the "Company") completed the transaction contemplated by the Membership Interest Purchase Agreement, dated September 23, 2024 (the "Purchase Agreement") with UW Holdings, LLC (the "Seller") and UW Interco, LLC (the "Target"). Pursuant to the terms and conditions of the Purchase Agreement, the Company acquired all of the membership interests of the Target from the Seller in exchange for cash consideration (the "Closing") in the amount of $242 million (the "Unadjusted Purchase Price"), of which $1.75 million was deposited into escrow in connection with the Purchase Agreement. The Unadjusted Purchase Price is subject to customary adjustments as set forth in the Purchase Agreement, and the $1.75 million escrow will serve as the Company's sole recourse for any adjustments to the Unadjusted Purchase Price pursuant to the post-closing adjustment process set forth in the Purchase Agreement. The material terms of the Purchase Agreement were previously reported in Item 1.01 of the Current Report on Form 8-K filed on September 25, 2024 with the U.S. Securities and Exchange Commission (the "SEC"). The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which was filed with the SEC as Exhibit 2.1 to the Company's Current Report on Form 8-K on September 25, 2024, and is incorporated into this Item 2.01 by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On November 4, 2024, the Company drew $250 million under its existing $250 million term loan facility pursuant to the terms and conditions of the Credit Agreement, dated July 19, 2024, among the Company, certain material domestic subsidiaries of the Company, B

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 4, 2024, the Company issued a press release announcing the Closing, a copy of which is filed as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. (d) Exhibits. Exhibit Number Description 2.1* Membership Interest Purchase Agreement, dated as of September 23, 2024, by and among UW Holdings, LLC, UW Interco, LLC and Apogee Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Apogee Enterprises, Inc., filed with the SEC on September 25, 2024). 10.1* Credit Agreement dated July 19, 2024 between Apogee Enterprises, Inc., certain material domestic subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent, swingline lender and L/C issuer and the syndicate of lenders which are party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Apogee Enterprises, Inc. filed with the SEC on July 25, 2024). 99.1 Press Release of Apogee Enterprises, Inc. issued on November 4, 2024. 104 Cover page interactive data file (formatted in inline XBRL). * This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the U.S. Securities and Exchange Commission upon request by the Commission provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. SIGNATURE 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. APOGEE ENTERPRISES, INC. By: /s/ Meghan M. Elliott Meghan M. Elliott Chief Legal Officer and Secretary Date: November 5, 2024

View Full Filing

View this 8-K/A filing on SEC EDGAR