H.B. FULLER COMPANY (NYSE:FUL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Underwriting Agreement
On February9, 2017, H.B. Fuller Company, a Minnesota corporation
(the Company), entered into an Underwriting Agreement (the
Underwriting Agreement) with Citigroup Global Markets
Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce,
Fenner Smith Incorporated, as representatives of the several
underwriters set forth in Schedule A to the Underwriting
Agreement, providing for the issuance and sale by the Company of
$300,000,000 aggregate principal amount of its 4.000% Notes due
2027 (the Notes). The issuance and sale of the Notes, as
contemplated by the Underwriting Agreement, was completed on
February14, 2017.
The Underwriting Agreement contains representations and
warranties and covenants that are customary for transactions of
this type. In addition, the Company has agreed to indemnify the
underwriters against certain liabilities on customary terms.
Some of the underwriters and their affiliates have engaged in,
and may in the future engage in, investment banking and other
commercial dealings in the ordinary course of business with the
Company or its affiliates. They have received, or may in the
future receive, customary fees and commissions for these
transactions. In particular, certain of the underwriters or their
affiliates are lenders under the Companys credit facilities and,
accordingly, they may receive a portion of the net proceeds from
the offering of the Notes from the application thereof to repay a
portion of those credit facilities.
Base Indenture
On February14, 2017, in connection with the issuance and sale of
the Notes, the Company entered into an Indenture (the Base
Indenture) with U.S. Bank National Association, as Trustee
(the Trustee). The Base Indenture permits the Company to
issue debt securities from time to time.
The Base Indenture contains representations and warranties and
covenants that are customary for open-ended indentures of this
type. In addition, the Company has agreed to indemnify the
Trustee against certain liabilities on customary terms.
The Trustee and its affiliates have engaged in, and may in the
future engage in, investment banking and other commercial
dealings in the ordinary course of business with the Company or
its affiliates. They have received, or may in the future receive,
customary fees and commissions for these transactions.
First Supplemental Indenture and Notes
On February14, 2017, in connection with the issuance and sale of
the Notes, the Company entered into a First Supplemental
Indenture to the Base Indenture (the Supplemental
Indenture and together with the Base Indenture, the
Indenture) with the Trustee. The
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Supplemental Indenture sets forth the terms of, and provides for
the issuance of, the Notes. A form of the Notes is included
within the Supplemental Indenture.
The Notes were issued to the Indenture on February14, 2017. The
stated maturity for the Notes is February15, 2027. The Notes bear
interest at 4.000%per annum, payable semi-annually in arrears on
February15 and August15 of each year, beginning August15, 2017.
The Notes are senior unsecured obligations of the Company and
will rank equally with the Companys other unsecured and
unsubordinated debt from time to time outstanding.
The Company may redeem the Notes, in whole or in part, at any
time and from time to time prior to their maturity at the
applicable redemption prices described in the Notes. Upon the
occurrence of a change of control triggering event as defined in
the Notes (generally, a change of control of the Company
accompanied by a reduction in the credit rating for the Notes),
the Company will generally be required to make an offer to
repurchase the Notes from holders at 101% of their principal
amount plus accrued and unpaid interest to the date of
repurchase. There will be no sinking funds for the Notes.
The Indenture contains covenants imposing certain limitations on
the ability of the Company to incur liens or enter into sales and
leaseback transactions. It also provides for customary events of
default (subject in certain cases to customary grace and cure
periods), which include among other things nonpayment, breach of
covenants in the Indenture and certain events of bankruptcy and
insolvency. If an event of default occurs and is continuing with
respect to the Notes, the Trustee or holders of at least 25% in
principal amount outstanding of the Notes may declare the
principal and the accrued and unpaid interest, if any, on all of
the outstanding Notes to be due and payable. These covenants and
events of default are subject to a number of important
qualifications, limitations and exceptions that are described in
the Indenture.
###
Copies of the Underwriting Agreement, the Base Indenture, the
Supplemental Indenture, and the form of the Notes are attached
hereto as exhibits and are expressly incorporated by reference
herein and into the Registration Statement described below. The
foregoing descriptions are qualified in their entirety by
reference to the actual terms of the Underwriting Agreement, the
Base Indenture, the Supplemental Indenture, and the Notes.
The foregoing descriptions and the copies of these agreements
have been included to provide information regarding the terms of
the agreements. They are not intended to provide any other
factual information about the Company. In particular, investors
should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company or any of its
subsidiaries or affiliates.
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| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure under Item1.01 of this Current Report on Form 8-K
is incorporated herein by reference.
| Item8.01 | Other Events. |
The Notes were offered to the Companys Registration Statement on
Form S-3 (Registration No.333-215907) (as amended, the
Registration Statement), which became effective upon
filing with the Securities and Exchange Commission, and the
related Prospectus dated February6, 2017 and Prospectus
Supplement dated February9, 2017. A copy of a legal opinion
related to the validity of the Notes is attached hereto as
Exhibit 5.1 and is expressly incorporated by reference herein and
into the Registration Statement.
The Company intends to use the net proceeds from the sale of the
Notes to repay outstanding debt and for other general corporate
purposes.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
ExhibitNo. |
Description |
|
| 1.1 |
Underwriting Agreement, dated February9, 2017, among H.B. Fuller Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representatives of the several Underwriters set forth in Schedule A thereto. |
|
| 4.1 |
Indenture, dated February14, 2017, between H.B. Fuller Company and U.S. Bank National Association, as Trustee. |
|
| 4.2 |
First Supplemental Indenture, dated February14, 2017, between H.B. Fuller Company and U.S. Bank National Association, as Trustee, relating to the 4.000% Notes due 2027. |
|
| 4.3 |
Form of Global Note representing the 4.000% Notes due 2027 (included in Exhibit 4.2). |
|
| 5.1 |
Opinion of Faegre Baker Daniels LLP as to the validity of the Notes. |
|
| 23.1 |
Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1). |
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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: February14, 2017
| H.B. FULLER COMPANY | ||||||
| By: | /s/ Timothy J. Keenan | |||||
| Timothy J. Keenan | ||||||
| Vice President, General Counsel and Corporate Secretary |
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About H.B. FULLER COMPANY (NYSE:FUL)
H.B. Fuller Company is a formulator, manufacturer and marketer of adhesives, sealants and other specialty chemical products. The Company’s segments include Americas Adhesives, Europe, India, Middle East and Africa (EIMEA), Asia Pacific, Construction Products and Engineering Adhesives. The Americas Adhesives, EIMEA and Asia Pacific operating segments produce and supply industrial adhesives products for applications in various markets, including durable assembly, nonwoven and hygiene, and textile. The Construction Products operating segment includes products used for tile setting and heating, ventilation and air conditioning and insulation applications. The Engineering Adhesives operating segment produces and supplies industrial adhesives to the transportation, appliance and heavy machinery markets, among others. As of December 3, 2016, its sales operations spanned 38 countries in North America, Europe, Latin America, the Asia Pacific region, India, the Middle East and Africa. H.B. FULLER COMPANY (NYSE:FUL) Recent Trading Information
H.B. FULLER COMPANY (NYSE:FUL) closed its last trading session down -0.82 at 48.81 with 196,119 shares trading hands.