Item 1.01 Entry into a Material Definitive Agreement.
On August 5, 2022, Apogee Enterprises, Inc. (the "Company") entered into
Amendment No. 3 to the Third Amended and Restated Credit Agreement by and among
the Company, the lenders party thereto, Wells Fargo Bank, National Association,
as Administrative Agent, Swingline Lender and Issuing Lender, and U.S. Bank
National Association, as Syndication Agent and Issuing Lender ("Amendment
No. 3"), pursuant to which the parties amended the Company's existing Third
Amended and Restated Credit Agreement, dated as of June 25, 2019 (as previously
amended by Amendment No. 1 to Third Amended and Restated Credit Agreement, dated
as of April 6, 2020 and by Amendment No. 2 to Third Amended and Restated Credit
Agreement, dated as of November 6, 2020) (as so amended, the "Existing
Agreement").
Amendment No. 3 provides for, among other things, the following amendments to
the Existing Agreement, (i) the maturity date of the revolving credit facility
was extended from June 25, 2024 to August 5, 2027, (ii) the benchmark rate was
changed from LIBOR to SOFR, (iii) the aggregate revolving credit limit was
increased from $235,000,000 to $385,000,000, (iv) the term loan facility was
repaid in full with the proceeds of the revolving credit facility and removed,
(v) Viracon Georgia, LLC (f/k/a Viracon Georgia, Inc.), a subsidiary of the
Company, was released from its guaranty obligations in connection with the
Existing Agreement, and (vi) provisions were added to permit the Company to
establish key performance indicators with regard to environmental, social and
governance ("ESG") targets and to amend the Existing Agreement to incorporate
such key performance indicators and ESG targets upon mutual agreement with the
lenders and the Sustainability Structuring Agent.
Wells Fargo Bank, National Association and certain lenders that are parties to
the Existing Agreement have provided, from time to time, and may continue to
provide, commercial banking, financial and other services to the Company,
including letters of credit, depository and account processing services, for
which the Company has paid and intends to pay customary fees.
The foregoing description of Amendment No. 3 is not complete and is qualified in
its entirety by reference to the full text of Amendment No. 3, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As described under Item 1.01 of this Current Report on Form 8-K, on August 5,
2022, the Company entered into Amendment No. 3 to the Third Amended and Restated
Credit Agreement. The information provided in Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference.
The Third Amended and Restated Credit Agreement, as amended to date, includes a
revolving credit facility in the amount of $385 million and a letter of credit
subfacility in the amount of $80 million.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
10.1 Amendment No. 3 to Third Amended and Restated Credit Agreement dated
as of August 5, 2022, by and among Apogee Enterprises, Inc., as the
Borrower, the Lenders referred to therein, Wells Fargo Bank, National
Association, as Administrative Agent, Swingline Lender and Issuing
Lender, and U.S. Bank National Association, as Syndication Agent and
Issuing Lender.*
104 Cover Page interactive Data File (embedded within the Inline XBRL
document).
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the SEC upon its request.
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