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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2024
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania |
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1-2116 |
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23-0366390 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2500 Columbia Avenue P.O. Box 3001 Lancaster, Pennsylvania |
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17603 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (717) 397-0611
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(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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.01 par value per share |
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AWI |
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New York Stock Exchange |
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. ◻ On April 29, 2024 Armstrong World Industries, Inc. ("AWI," the "Company") issued a press release announcing it has completed the acquisition of 3form, LLC, a leading designer and manufacturer of sustainably crafted architectural resin and glass products used for ceilings, walls and other applications. 3form's industry-leading products and design solutions use form, texture, light and color to transform spaces.
Section 8 – Other Events
Item 8.01. Other Events
3form was founded in 2002 and includes three U.S. based production and design facilities with approximately 390 employees. In 2023, 3form generated approximately $96 million of net sales. AWI acquired 3form for a purchase price of $95 million, subject to customary adjustments, and funded the transaction with its revolving credit facility.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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No. 99.1
No. 104 |
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Press Release of Armstrong World Industries, Inc. dated April 29, 2024
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. |
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By: |
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/s/ Austin K. So |
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Austin K. So |
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Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
Date: April 29, 2024
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Exhibit 99.1
Armstrong World Industries Expands Architectural Specialties Portfolio with Acquisition of Architectural Resin Leader 3form, LLC
LANCASTER, Pa. (April 29, 2024) — Armstrong World Industries. Inc. (NYSE:AWI), a leader in the innovation and manufacture of ceiling and wall solutions, announced today that it has acquired 3form, LLC. Based in Salt Lake City, Utah, 3form is a leading designer and manufacturer of sustainably crafted architectural resins and glass for ceilings, walls and other interior applications. Its products and design solutions use form, texture, light and color to transform spaces.
“We are delighted to welcome 3form to the Armstrong family and to expand our portfolio of highly specifiable ceiling and wall solutions with new translucent materials,” said Vic Grizzle, President and CEO, Armstrong World Industries. “3form is a well-established leader in architectural resins and high-performance glass and adds exciting, new complementary materials and design capabilities to our Architectural Specialties portfolio. Together, we can provide even more unique solutions that deliver on a designer’s boldest creative expression for a wide range of spaces. With 3form’s deep capabilities in design, color, texture and sustainability, this acquisition meaningfully expands the unique, specifiable solutions we can provide architects and designers and increases our ability to sell more products into more spaces.”
Pioneers in architectural resin with expertise and passion for color and sustainability, 3form offers solutions that can be found in almost every type of building. 3form partners with architects and designers to create unique statement spaces with standard and custom products made with bold colors, textures, patterns and lighting. Primarily used as specialty walls and partitions, many 3form products offer acoustical and sustainability benefits, in addition to inspirational design and aesthetics.
3form has more than three decades of excellence in manufacturing and design. Its primary products include architectural-grade translucent resins and high-performance glass. The acquisition of 3form supports Armstrong’s commitment to expand its broad portfolio of solutions that bring to fruition the vision of architects and designers in any given space.
“On behalf of the entire 3form team, we are thrilled to join the Armstrong family and to work together to expand our joint ability to bring the creative visions of architects and designers to life, transforming how people experience spaces,” said Wynn Clayton, CEO of 3form. “We both have a strong culture of teamwork and integrity and a shared commitment to sustainability and innovation. All of this makes Armstrong a great fit for us, and we’re excited about the journey ahead and the inspiring solutions we can now bring to more customers.”
3form, previously a wholly owned subsidiary of Hunter Douglas Group, was founded in 2002. The business includes 3 production and design facilities with approximately 390 employees. In 2023, the company generated approximately $96 million in revenue.
Armstrong funded the acquisition with its revolving credit facility and District Capital Partners acted as its buyside adviser.
About Armstrong World Industries
Armstrong World Industries, Inc. (AWI) is a leader in the design and manufacture of innovative ceiling and wall system solutions in the Americas. With $1.3 billion in revenue in 2023, AWI has approximately 3,100 employees and a manufacturing network of 16 facilities, plus seven facilities dedicated to its WAVE joint venture. For over 160 years, Armstrong has delivered products and services to our customers that can transform how people design, build and experience spaces with aesthetics, acoustics, wellbeing and sustainability in mind.
Contact
Theresa Womble, tlwomble@armstrongceilings.com or (717) 396-6354
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