Business Context and Reporting Period
Company: Apogee Enterprises, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 18, 2008
Event: Entry into a Material Definitive Agreement (Amendment No. 2 to Credit Agreement).
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, or specific debt balances. It details the terms of an existing credit facility:
- Credit Facility: Five-year, committed, unsecured, revolving credit facility.
- Commitment Amount: $100.0 million (subject to increase up to $175.0 million).
- Letter of Credit Sub-limit: Up to $25 million.
- Commitment Fee: 0.15% per annum of the average daily Available Commitment (reduced from 0.20% in 2006).
- Interest Rates: Based on LIBOR plus Applicable Margin or Alternate Base Rate plus Applicable Margin.
Material Changes Versus Prior Period
On December 18, 2008, the Company entered into Amendment No. 2 to its Credit Agreement. The material changes include:
- Administrative Agent Change: JPMorgan Chase Bank, N.A. replaced The Bank of New York Mellon (BNYM) as the administrative agent for the lenders.
- Alternate Base Rate Redefinition: The definition was revised to mean the greatest of:
- The administrative agent's prime commercial loan rate.
- The sum of 0.50% per annum and the federal funds rate.
- The sum of LIBOR for a one-month interest period and the Net Applicable Margin.
No other provisions of the Agreement were materially affected.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or specific risk factors beyond the standard disclosure that the description of the amendment is qualified by reference to the full text of the agreement filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the full text of Amendment No. 2 (Exhibit 10.1) to confirm the specific calculation of the "Net Applicable Margin."
- Confirm the current outstanding balance and utilization of the $100.0 million revolving facility in the Company's most recent 10-Q or 10-K.
- Review the Company's debt-to-EBITDA ratio to determine the current Applicable Margin tier.
- Check for any subsequent filings regarding the resignation of BNYM or the appointment of JPMorgan.