NORDSON CORPORATION (NASDAQ:NDSN) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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NORDSON CORPORATION (NASDAQ:NDSN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

Third Amended and Restated Credit Agreement

On April 30, 2019, Nordson Corporation (the “Company”) entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) for a $850 million unsecured multicurrency credit facility with the Banks party thereto and KeyBank National Association as Administrative Agent.

The Credit Agreement:

The Company had no balances outstanding under the Existing Credit Agreement that were transferred to the new Credit Agreement. The Company was in compliance with the financial covenants and other restrictions of the Existing Credit Agreement.

Borrowings under the Credit Agreement bear interest, at either an alternate base rate or an adjusted LIBOR rate plus, in each case, an applicable margin. Such applicable margin is based on the Company’s Leverage Ratio. Interest is payable (a) in the case of base rate loans, quarterly, and (b) in the case of LIBOR rate loans, on the maturity date of the borrowing, or quarterly from the effective date for borrowings exceeding three months.

Proceeds of the Credit Agreement are available for use by the Company for working capital, acquisitions and other general corporate purposes, including refinancing existing debt of the Company and its subsidiaries.

Amended and Restated Term Loan Agreement

On April 30, 2019, the Company also entered into an Amended and Restated Term Loan Agreement (the “Term Loan Agreement”) for a $605 million term loan facility with the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent.

The Term Loan Agreement:

The Company had balances outstanding under the Existing Term Loan Agreement that have been transferred to the new Term Loan Agreement. The Company was in compliance with the financial covenants and other restrictions of the Existing Term Loan Agreement.

Borrowings under the Term Loan Agreement bear interest at either an alternate base rate or an adjusted LIBOR rate plus, in each case, an applicable margin. Such applicable margin is based on the Company’s Leverage Ratio (as defined in the Term Loan Agreement). Interest is payable (a) in the case of alternate base rate loans, quarterly, and (b) in the case of LIBOR rate loans, on the maturity date of the borrowing, or quarterly from the effective date for borrowings exceeding three months.

The foregoing descriptions of the Credit Agreement and Term Loan Agreement do not purport to be complete and are qualified in their entirety by reference to the Credit Agreement and Term Loan Agreement, copies of which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Many of the lenders under the Credit Agreement and Term Loan Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services from the Company and its subsidiaries (including in connection with the transactions described in this Form 8-K), for which they have received, and may in the future receive, customary compensation and expense reimbursement.

The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

(d) Exhibits


NORDSON CORP Exhibit
EX-4.1 2 d739052dex41.htm EX-4.1 EX-4.1 Exhibit 4.1       DEAL CUSIP NUMBER: 65566EAC2 REVOLVER CUSIP NUMBER: 65566EAD0 THIRD AMENDED AND RESTATED CREDIT AGREEMENT among NORDSON CORPORATION,…
To view the full exhibit click here

About NORDSON CORPORATION (NASDAQ:NDSN)

Nordson Corporation engineers, manufactures and markets differentiated products and systems used to dispense, apply and control adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure surfaces. The Company’s segments include Adhesive Dispensing Systems, Advanced Technology Systems and Industrial Coating Systems. The Adhesive Dispensing Systems segment delivers its precision dispensing and processing technology to various markets. The Advanced Technology Systems segment integrates its product technologies found in progressive stages of a customer’s production process, such as surface treatment, precisely controlled automated, and post-dispense bond testing, optical inspection and X-ray inspection. The Industrial Coating Systems segment provides equipment used primarily for applying coatings, paint, finishes, sealants and other materials, and for curing and drying of dispensed material.