Apogee Enterprises, Inc. Files 8-K for Material Agreement

TL;DR

Apogee Enterprises just filed an 8-K for a material definitive agreement. Big stuff happening.

AI Summary

On September 23, 2024, Apogee Enterprises, Inc. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Minnesota and its principal executive offices are located at 4400 West 78th Street, Suite 520, Minneapolis, MN 55435.

Why It Matters

This 8-K filing indicates a significant new agreement for Apogee Enterprises, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Numbers

• 0000006845-24-000238 — Accession Number (Unique identifier for the filing)
• 0-6365 — SEC File Number (Apogee's SEC file number)
• 41-0919654 — IRS Employer Identification No. (Apogee's IRS EIN)

Key Players & Entities

• Apogee Enterprises, Inc. (company) — Registrant
• September 23, 2024 (date) — Date of earliest event reported
• Minnesota (location) — State of incorporation
• 4400 West 78th Street, Suite 520 (location) — Principal executive offices address
• Minneapolis (location) — City of principal executive offices
• 55435 (location) — ZIP code of principal executive offices

FAQ

Key Financial Figures

• $0.33 — nge on which registered Common Stock, $0.33 1/3 Par Value APOG The Nasdaq Stock Mar
• $240 million — tion will be an amount in cash equal to $240 million (the "Unadjusted Purchase Price"), of w
• $1.75 million — "Unadjusted Purchase Price"), of which $1.75 million will be deposited into escrow in connec

Filing Documents

• apog-20240923.htm (8-K) — 43KB
• ex21husky-membershipintere.htm (EX-2.1) — 870KB
• a2024-09x25_huskyxfinal2.htm (EX-99.1) — 18KB
• image_0.jpg (GRAPHIC) — 7KB
• 0000006845-24-000238.txt ( ) — 1207KB
• apog-20240923.xsd (EX-101.SCH) — 2KB
• apog-20240923_lab.xml (EX-101.LAB) — 21KB
• apog-20240923_pre.xml (EX-101.PRE) — 12KB
• apog-20240923_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Membership Interest Purchase Agreement On September 23, 2024, Apogee Enterprises, Inc. (the "Company") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with UW Holdings, LLC (the "Seller") and UW Interco, LLC (the "Target"). Subject to the terms and conditions of the Purchase Agreement, the Company has agreed to purchase all of the membership interests of the Target from the Seller (the "Transaction"). The consideration payable by the Company to the Seller pursuant to the Transaction will be an amount in cash equal to $240 million (the "Unadjusted Purchase Price"), of which $1.75 million will be deposited into escrow in connection with the Purchase Agreement. The Unadjusted Purchase Price is subject to customary adjustments for closing cash and debt, unpaid company transaction expenses and working capital 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. Conditions to the Transaction The consummation of the Transaction is subject to the satisfaction or waiver of customary conditions set forth in the Purchase Agreement, including, among others: (i) the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (ii) the absence of any law, governmental order or proceeding prohibiting the transactions contemplated by the Purchase Agreement (iii) no "Company Material Adverse Effect" (as defined in the Purchase Agreement) having occurred since the signing of the Purchase Agreement and (iv) certain other customary conditions relating to the accuracy of the parties' representations and warranties in the Purchase Agreement (subject, with specified exceptions, to customary materiality standards) and the performance of their respective obligat

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 25, 2024, the Company issued a press release (the "Press Release") regarding the matters described in Item 1.01 of this Current Report on Form 8-K, 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 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 .

Forward-Looking Statements

Forward-Looking Statements This Current Report contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," "intend," "estimate," "forecast," "project," "should," "will" and similar expressions are intended to identify "forward-looking statements". These statements reflect Apogee management's expectations or beliefs as of the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified by factors that may affect the results, performance, financial condition, prospects and opportunities of the Company, including the following: (A) North American and global economic conditions, including the cyclical nature of the North American and Latin American non-residential construction industries and the potential impact of an economic downturn or recession; (B) U.S. and global instability and uncertainty arising from events outside of our control; (C) actions of new and existing competitors; (D) departure of key personnel and ability to source sufficient labor; (E) product performance, reliability and quality issues; (F) project management and installation issues that could affect the profitability of individual contracts; (G) dependence on a relatively small number of customers in one operating segment; (H) financial and operating results that could differ from market expectations; (I) self-insurance risk related to a material product liability or other events for which the Company is liable; (J) maintaining our information technology systems and potential cybersecurity threats; (K) cost of regulatory compliance, including environmental regulations; (L) supply chain disruptions, including fluctuations in the availability and cost of materials used in our products and the impa

01 Financial Statements and Exhibits

Item 9.01 Financial Statements 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.* 99.1 Press Release of Apogee Enterprises, Inc. issued on September 25, 2024. 104 Cover Page interactive Data File (embedded within the Inline XBRL document). * 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, Secretary and Compliance Date: September 25, 2024

View Full Filing

View this 8-K filing on SEC EDGAR