AZZ Inc. Files 8-K: Material Definitive Agreement

TL;DR

AZZ Inc. signed a big deal on 4/25/24. Details in the 8-K.

AI Summary

On April 25, 2024, AZZ Inc. entered into a Material Definitive Agreement. The filing also indicates other events and includes financial statements and exhibits. AZZ Inc. is incorporated in Texas and headquartered in Fort Worth.

Why It Matters

This filing signals a significant contractual development for AZZ Inc., which could impact its operations, financial performance, and strategic direction.

Risk Assessment

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

Key Players & Entities

• AZZ Inc. (company) — Registrant
• Texas (location) — State of Incorporation
• Fort Worth (location) — Principal Executive Offices City
• April 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.00 — 0,000 shares of common stock, par value $1.00 per share, of the Company ("Common Stoc
• $67.20 — public offering at a purchase price of $67.20 per share (the "Purchase Price"), which
• $70.00 — which reflects a price to the public of $70.00 per share less $2.80 per share (the "Of
• $2.80 — to the public of $70.00 per share less $2.80 per share (the "Offering"). Pursuant to
• $308,920,000 — ed for an aggregate redemption price of $308,920,000 (the "Redemption Price"). Following the

Filing Documents

• tm2412717d1_8k.htm (8-K) — 34KB
• tm2412717d1_ex1-1.htm (EX-1.1) — 209KB
• tm2412717d1_ex5-1.htm (EX-5.1) — 17KB
• tm2412717d1_ex99-1.htm (EX-99.1) — 11KB
• tm2412717d1_ex5-1img001.jpg (GRAPHIC) — 9KB
• tm2412717d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-052321.txt ( ) — 520KB
• azz-20240425.xsd (EX-101.SCH) — 3KB
• azz-20240425_lab.xml (EX-101.LAB) — 33KB
• azz-20240425_pre.xml (EX-101.PRE) — 22KB
• tm2412717d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Underwriting Agreement On April 25, 2024, AZZ Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Evercore Group L.L.C. ("Evercore") and Jefferies LLC ("Jefferies") as representatives of the several underwriters named in Schedule A thereto (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 4,000,000 shares of common stock, par value $1.00 per share, of the Company ("Common Stock"), in an underwritten public offering at a purchase price of $67.20 per share (the "Purchase Price"), which reflects a price to the public of $70.00 per share less $2.80 per share (the "Offering"). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase an additional 600,000 shares of Common Stock (the "Option Securities" and, together with the Common Stock, the "Securities"). The offering of Securities was registered with the Securities and Exchange Commission (the "Commission") pursuant to the Company's shelf registration statement on Form S-3ASR (File No. 333-276450), filed with the Commission on January 10, 2024 (the "Registration Statement"). The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the description of the Underwriting Agreement contained herein is qualified in its entirety by reference to such exhibit. A copy of a press release issued by the Company with respect to the pricing of the Offering is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

01

Item 8.01. Other Events. On April 25, 2024, the Company issued a Notice of Redemption with respect to all 240,000 outstanding shares of its 6.00% Series A Convertible Preferred Stock (the "Series A Preferred Stock"). The shares of Series A Preferred Stock will be redeemed on May 9, 2024 (the "Redemption Date"). In accordance with the certificate of designations for the Series A Preferred Stock, the shares of Series A Preferred Stock will be redeemed for an aggregate redemption price of $308,920,000 (the "Redemption Price"). Following the redemption, dividends will cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock will no longer be deemed outstanding and all rights of the holders of such shares of Series A Preferred Stock will terminate, except the right of the holders to receive payment of the Redemption Price, without interest. The Redemption Price will be paid in cash. This report shall not constitute a notice of redemption with respect to or an offer to tender for or purchase or sell (or the solicitation of an offer to tender for or purchase or sell) any securities.

01. Financial Statement and

Item 9.01. Financial Statement and Exhibits. (d) Exhibits 1.1

Underwriting

Underwriting Agreement, dated April 25, 2024, among AZZ Inc., Evercore Group L.L.C., Jefferies LLC and each of the other Underwriters named in Schedule A to the Underwriting Agreement 5.1 Opinion of Baker & McKenzie LLP 23.1 Consent of Baker & McKenzie LLP (included in Exhibit 5.1) 99.1 Press release, dated April 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. AZZ Inc. Date: April 26, 2024 By: /s/ Tara D. Mackey Tara D. Mackey Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR