Form 8-K - Current report

ACUITY BRANDS INC GA false 0001144215 0001144215 2025-01-01 2025-01-01

 

 

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): January 1, 2025

 

 

ACUITY BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-16583		58-2632672
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS. Employer Identification Number)

 

1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309

(Address of principal executive offices)

[phone]

(Registrant’s telephone number, including area code)

None

(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 the registrant under any of the following provisions:

 

☐

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		AYI		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. ☐

 

 

 

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Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 2, 2025, in connection with the Acquisition (as defined below), Acuity Brands Lighting, Inc. (the “Borrower”), a wholly owned subsidiary of Acuity Brands, Inc. (“we,” “our,” “us,” “the Company,” or similar references), incurred an aggregate $600 million in indebtedness pursuant to the previously announced delayed draw term loan facility provided under that certain Credit Agreement, dated as of June 30, 2022, among the Company, the Borrower, J.P. Morgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto, as amended by that certain Amendment No. 1 to Credit Agreement, dated as of November 25, 2024.

 

Item 8.01

Other Events.

On January 1, 2025, Acuity Brands Technology Services, Inc., a wholly owned subsidiary of the Company, completed the previously announced acquisition (the “Acquisition”) of QSC, LLC (“QSC”), a leader in the design, engineering and manufacturing of audio, video and control solutions and services, from QSC Holdings, Inc. and the other owners of QSC, for a cash purchase price totaling approximately $1.215 billion, subject to customary adjustments.

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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.

Date: January 6, 2025

 

ACUITY BRANDS, INC.
By:		/s/ Karen J. Holcom
		Karen J. Holcom
		Senior Vice President and Chief Financial Officer

Document and Entity Information	Jan. 01, 2025
Cover [Abstract]
Entity Registrant Name	ACUITY BRANDS INC
Entity Address, State or Province	GA
Amendment Flag	false
Entity Central Index Key	0001144215
Document Type	8-K
Document Period End Date	Jan. 01, 2025
Entity Incorporation State Country Code	DE
Entity File Number	001-16583
Entity Tax Identification Number	58-2632672
Entity Address, Address Line One	1170 Peachtree Street, N.E.
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Atlanta
Entity Address, Postal Zip Code	30309
City Area Code	(404)
Local Phone Number	853-1400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $0.01 par value per share
Trading Symbol	AYI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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