Armstrong World Industries Inc 8-K, filed Dec 16, 2020
Armstrong World Industries Inc (AWI)
About this 8-K
Armstrong World Industries Inc filed this 8-K on December 16, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
(State or other jurisdiction of incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
|
|
|
|
|
|
|
||
|
(Address of principal executive offices) |
|
(Zip Code) |
||
Registrant’s telephone number, including area code:
NA
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.01 par value per share |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Section 8 – Other Events
Item 8.01. Other Events
On December 16, 2020, Armstrong World Industries, Inc. (“AWI,” the “Company,” “we,” “our,” or “us”) issued a press release announcing the completion of the previously announced acquisition of Arktura LLC, a California limited liability company (“Arktura”) and its subsidiaries comprising Arktura’s business and operations in the United States and Argentina. Arktura is an award-winning designer and fabricator of ceilings, walls, partitions and facades based in Los Angeles, California.
AWI acquired Arktura for approximately $91 million in cash, plus an additional $24 million of deferred cash payments to be made over a period of five years and an additional $6 million of common stock of AWI to be issued over a period of five years, in each case subject to the applicable Seller’s continued employment with AWI. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
No. 99.1
No. 104 |
|
Press Release of Armstrong World Industries, Inc. dated December 16, 2020
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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.
|
ARMSTRONG WORLD INDUSTRIES, INC. |
||
|
|
|
|
|
By: |
|
/s/ Mark A. Hershey |
|
|
|
Mark A. Hershey |
|
|
|
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
Date: December 16, 2020
3
EX 99.1
Armstrong World Industries, Inc. Acquires Arktura
LANCASTER, Pa., Dec. 16, 2020 – Armstrong World Industries, Inc. (NYSE:AWI) today announced that it has completed its acquisition of Arktura, LLC, an award-winning designer and fabricator of ceilings, walls, partitions and facades based in Los Angeles, California. Founded and led by architects and designers, Arktura is a leader in architectural specialty metal and felt solutions recognized for fusing ingenuity and creativity with leading edge technologies and software to deliver visionary design. With Arktura’s exciting and novel capabilities, AWI further strengthens its robust portfolio of architectural specialty solutions, as well as its design capabilities across its entire enterprise.
“By combining Turf, Moz, and now Arktura with our own talent and leadership, we are taking our design capability to a new and unmatched level in the industry,” said Vic Grizzle, AWI CEO and President. “If there was ever a time to bring the best of the design arts and sciences together to create solutions for healthy, resilient, welcoming spaces, it’s now. We know people perform and feel better in spaces that are designed for creativity, comfort and well-being, and the pandemic has elevated these ‘amenities’ to necessity status. Aligned to the architecture and design community, we continue to strengthen our capabilities to actively participate in reimagining and remaking the spaces where we live, work, learn, heal and play to be healthy, sustainable and inspiring.”
In addition to developing world-class products and enhancing design capabilities within the Armstrong family of companies, AWI and the founders of Arktura are forming Arktura Ventures to focus on accelerating and incubating advancements in architecture, engineering and materials science in building and construction.
Arktura founders Chris Kabatsi, Rob Kilian and Kevin Kane said, “We are thrilled to be a part of this next chapter for AWI and look forward to pursuing new horizons in design, technology and innovation within the architectural solutions space. Together, and with the Arktura Ventures vehicle, we see a unique platform for accelerating the exploration and realization of exciting new products, technologies, partnerships and other opportunities.”
Arktura is a carbon neutral company with a 55,000 sq. ft. manufacturing and fabrication facility in Los Angeles. All Arktura materials have a high proportion of recycled content and are 100% recyclable.
Arktura is now a wholly-owned subsidiary of AWI and retains its company name, brand, organizational structure and employee base. Arktura will continue to sell through its current independent sales network, which has been integral to its success and growth. Arktura has projected 2020 revenues of approximately $37 million. As expected, AWI funded the acquisition with its revolving credit facility and available cash.
Armstrong World Industries
2500 Columbia Avenue, Lancaster, PA 17603
717.397.0611 | www.armstrongceilings.com
In connection with the transaction, AWI will issue restricted stock awards representing approximately 18,000 restricted shares of common stock in the aggregate to approximately fifty employees of Arktura LLC. The restricted stock awards will be issued for retention purposes and in order to reflect the Founders' desire to recognize the employees' contribution to the success of Arktura and share the proceeds of the sale with the Arktura family. The awards will vest over three years following the closing, subject to continued employment, and will be made from an employment inducement plan adopted by the company’s Board of Directors pursuant to the inducement exemption provided under the NYSE listing rules.
About Armstrong World Industries
Armstrong World Industries, Inc. (AWI) is a leader in the design and manufacture of innovative commercial and residential ceiling, wall and suspension system solutions in the Americas. With 2019 revenues of over $1 billion, AWI has approximately 2,500 employees and a manufacturing network of 15 facilities, plus 5 facilities dedicated to its WAVE joint venture.
Uncertainties Affecting Forward-Looking Statements
Disclosures in this release and in our other public documents and comments may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements provide our future expectations or forecasts and can be identified by our use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "outlook," "target," "predict," "may," "will," "would," "could," "should," "seek," and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. We do not undertake or assume any obligation to update or revise any forward-looking statements beyond what is required under applicable securities law.
Armstrong World Industries
2500 Columbia Avenue, Lancaster, PA 17603
717.397.0611 | www.armstrongceilings.com