Apogee Enterprises Enters New Deal, Terminates Old One

TL;DR

Apogee just signed a new deal and ditched an old one, creating new financial obligations.

AI Summary

On July 19, 2024, Apogee Enterprises, Inc. entered into a material definitive agreement and simultaneously terminated a prior material definitive agreement. This action also created a direct financial obligation for the registrant. The filing does not specify the other parties involved or the financial details of these agreements.

Why It Matters

This filing indicates a significant shift in Apogee's contractual relationships, potentially impacting its financial obligations and strategic direction.

Risk Assessment

Risk Level: medium — The entry into a new material definitive agreement and termination of another, along with the creation of a direct financial obligation, suggests significant ongoing business changes that could carry financial risks.

Key Players & Entities

• Apogee Enterprises, Inc. (company) — Registrant
• July 19, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.33 — nge on which registered Common Stock, $0.33 1/3 Par Value APOG The Nasdaq Stock Mar
• $410 million — , in the aggregate, borrowings of up to $410 million. Any capitalized but undefined term use
• $700 million — an aggregate principal amount of up to $700 million (the "Senior Credit Facility"), which c
• $450 m — ich commitments are available through a $450 million, five-year revolving credit facil
• $80 million — Revolving Facility"), which includes an $80 million sublimit for the issuance of standby le
• $50 million — ssuance of standby letters of credit, a $50 million sublimit for swingline loans and a $25
• $25 million — lion sublimit for swingline loans and a $25 million (USD) sublimit for borrowings in Canadi
• $250 million — or borrowings in Canadian dollars and a $250 million term loan facility (the "Term Facility"
• $75 m — Permitted Acquisitions is greater than $75 million, (ii) no more than two (2) Acquis
• $65 million — me of its termination was approximately $65 million. Item 2.03 Creation of a Direct Finan

Filing Documents

• apog-20240719.htm (8-K) — 40KB
• ex101creditagreement-2024x.htm (EX-10.1) — 1694KB
• 0000006845-24-000227.txt ( ) — 2104KB
• apog-20240719.xsd (EX-101.SCH) — 2KB
• apog-20240719_lab.xml (EX-101.LAB) — 21KB
• apog-20240719_pre.xml (EX-101.PRE) — 12KB
• apog-20240719_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 19, 2024 (the "Closing Date"), Apogee Enterprises , Inc. (the "Company") entered into a Credit Agreement (the "Credit Agreement"), among the Company, certain material domestic subsidiaries of the Company (the "Guarantors"), Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (in such capacities, the "Agent") and the syndicate of lenders party thereto from time to time (the "Lenders"). The Credit Agreement replaces the Company's Third Amended and Restated Credit Agreement, dated as of June 25, 2019, as amended, between, among others, the Company, W ells Fargo Bank, N.A., as administrative agent, and the syndicate of lenders party thereto from time to time, (the "U.S. Credit Agreement"), and two Canadian credit facilities, as amended, dated February 6, 2020 and February 14, 2020, between Bank of Montreal and the Company's Canadian subsidiaries (the " Canadian Credit Agreements" and together with the U.S. Credit Agreement, collectively the "Prior Credit Agreements"). The Prior Credit Agreements provide for, in the aggregate, borrowings of up to $410 million. Any capitalized but undefined term used below has the meaning set forth in the Credit Agreement. The Credit Agreement provides for an unsecured senior credit facili ty in an aggregate principal amount of up to $700 million (the "Senior Credit Facility"), which commitments are available through a $450 million, five-year revolving credit facility (the " Revolving Facility"), which includes an $80 million sublimit for the issuance of standby letters of credit, a $50 million sublimit for swingline loans and a $25 million (USD) sublimit for borrowings in Canadian dollars and a $250 million term loan facility (the "Term Facility"). The Term Facility may be borrowed in up to two (2) drawdowns, which are available to be made within one (1) year after the Closing Date. As of the Closing Date, the Term Facility has not been drawn. T

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information set forth above under Item 1.01 of this Current Report on Form 8-K regarding the Prior Credit Agreements is incorporated herein by reference into this Item 1.02. On July 19, 2024, the Company repaid the U.S. Credit Agreement in full and terminated the Prior Credit Agreements. The principal amount outstanding under the U.S. Credit Agreement at the time of its termination was approximately $65 million. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As described in Item 1.01 of this Current Report on Form 8-K, on July 19, 2024, the Company entered into the Credit Agreement. The information set forth above under Item 1.01 of this Current Report on Form 8-K regarding the Credit Agreement is incorporated herein by reference into this Item 2.03. The Credit Agreement includes a revolving credit facility in the amount of $450 million, and a term facility of $250 million.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed herewith: Exhibit Number Description 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. 104 Cover Page interactive Data File (embedded within the Inline XBRL document). 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 Counsel and Secretary Date: July 25, 2024

View Full Filing

View this 8-K filing on SEC EDGAR