UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 6, 2020, Apogee Enterprises, Inc. (the “Company”) entered into Amendment No. 2 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. 2”), 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) (as so amended, the “Existing Agreement”).
Amendment No. 2 provides for, among other things, the following amendments to the Existing Agreement, (i) the maturity date of the $150 million term loan facility was extended from April 5, 2021 to June 25, 2024, which is the same maturity date as the revolving credit facility under the Existing Agreement, (ii) the Applicable Margin (as defined in the Existing Agreement) for the term loan facility was increased by .25% at each leverage ratio level, (iii) the term loan facility LIBOR floor of 0.75% was reduced to 0.00%, (iv) the lenders’ security interest in the capital stock of foreign subsidiaries of the Company was released and the Collateral Agreement (as defined in the Existing Agreement) was terminated and (v) the mechanics of a transition away from LIBOR as a benchmark interest rate were revised to address the United Kingdom’s potential exit from the European Union.
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, transfer agent, 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. 2 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 2, 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 November 6, 2020, the Company entered into Amendment No. 2 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 term loan facility in the amount of $150 million, a revolving credit facility in the amount of $235 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. 2 to Third Amended and Restated Credit Agreement dated as of November 6, 2020, 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). | |
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.
| Date: November 9, 2020 | APOGEE ENTERPRISES, INC. | |||||
| By: | /s/ Meghan M. Elliott | |||||
| Meghan M. Elliott | ||||||
| Vice President, General Counsel and Secretary | ||||||