Apogee Enterprises Completes Fulcrum Glass Acquisition
Ticker: APOG · Form: 8-K · Filed: Nov 4, 2024 · CIK: 6845
Sentiment: neutral
Topics: acquisition, business-update
Related Tickers: APOG
TL;DR
APOGEE just bought Fulcrum Glass, expanding their architectural glass biz.
AI Summary
On November 4, 2024, Apogee Enterprises, Inc. announced the completion of its acquisition of Fulcrum Glass, LLC. The transaction was funded through a combination of cash on hand and existing credit facilities. This acquisition is expected to enhance Apogee's capabilities in the architectural glass market.
Why It Matters
This acquisition expands Apogee's market presence and capabilities in the architectural glass sector, potentially leading to increased revenue and market share.
Risk Assessment
Risk Level: low — The filing reports the completion of an acquisition, which is a standard business transaction with no immediate negative indicators.
Key Players & Entities
- Apogee Enterprises, Inc. (company) — Registrant
- Fulcrum Glass, LLC (company) — Acquired entity
- November 4, 2024 (date) — Date of report and earliest event
FAQ
What was the primary purpose of this Form 8-K filing?
The primary purpose was to report the completion of an acquisition of assets by Apogee Enterprises, Inc.
When did the acquisition of Fulcrum Glass, LLC become effective?
The acquisition was completed on November 4, 2024, which is the date of the earliest event reported.
What is Apogee Enterprises, Inc.'s principal executive office address?
Apogee Enterprises, Inc.'s principal executive offices are located at 4400 West 78th Street, Suite 520, Minneapolis, Minnesota 55435.
What is Apogee Enterprises, Inc.'s Standard Industrial Classification code?
Apogee Enterprises, Inc.'s Standard Industrial Classification code is 3231, for Glass Products, Made of Purchased Glass.
What other items are being reported in this 8-K filing besides the acquisition?
This filing also includes information related to Regulation FD Disclosure and Financial Statements and Exhibits.
Filing Stats: 1,153 words · 5 min read · ~4 pages · Grade level 10.4 · Accepted 2024-11-04 17:02:42
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) — 39KB
- a2024-11x04_uwsolutionsclo.htm (EX-99.1) — 12KB
- image_0a.jpg (GRAPHIC) — 6KB
- image_1a.jpg (GRAPHIC) — 7KB
- 0000006845-24-000265.txt ( ) — 199KB
- 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, I nc., 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 Ex hibit 10.1 to the Current Report on Form 8-K of Apogee Enterprises, I nc. 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 4, 2024