WORTHINGTON INDUSTRIES, INC. (NYSE:WOR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
| • | failure on the part of the Company to comply with the provisions of the Indenture relating to consolidations, mergers and sales of assets; |
| • | failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the Notes, in any resolution of the Board of Directors of the Company authorizing the issuance of the Notes, in the Base Indenture or in the Third Supplemental Indenture or any other supplemental indenture with respect to the Notes (other than a covenant a default in the performance of which is otherwise specifically dealt with) continuing for a period of 60 days after the date on which written notice specifying such failure and requiring the Company to remedy the same has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes at the time outstanding; |
| • | indebtedness of the Company or any “Restricted Subsidiary” of the Company (as defined in the Base Indenture) is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default, the total amount of such indebtedness unpaid or accelerated exceeds $50 million or the United States dollar equivalent thereof at the time and such default remains uncured or such acceleration is not rescinded for 10 days after the date on which written notice specifying such failure and requiring the Company to remedy the same has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes at the time outstanding; |
| • | the Company or any of its Restricted Subsidiaries (1)voluntarily commences any proceeding or files any petition seeking relief under the United States Bankruptcy Code or other federal or state bankruptcy, insolvency or similar law, (2)consents to the institution of, or fails to controvert within the time and in the manner prescribed by law, any such proceeding or the filing of any such petition, (3)applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any such Restricted Subsidiary or for a substantial part of its property, (4)files an answer admitting the material allegations of a petition filed against it in any such proceeding, (5)makes a general assignment for the benefit of creditors, (6)admits in writing its inability to pay, or fails generally to pay, its debts as they become due, (7)takes corporate action for the purpose of effecting any of the foregoing or (8)takes any comparable action under any foreign laws relating to insolvency; |
| • | the entry of an order or decree by a court having competent jurisdiction for (1)relief with respect to the Company or any of its Restricted Subsidiaries or a substantial part of any of their property under the United States Bankruptcy Code or any other federal or state bankruptcy, insolvency or similar law, (2)the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any such Restricted Subsidiary or for a substantial part of any of their property (except any decree or order appointing such official of such Restricted Subsidiary to a plan under which the assets and operations of such Restricted Subsidiary are transferred to or combined with another Restricted Subsidiary or Subsidiaries of the Company or to the Company) or (3)the winding-up or liquidation of the Company or any such Restricted Subsidiary (except any decree or order approving or ordering the winding-up or liquidation of the affairs of a Restricted Subsidiary to a plan under which the assets and operations of such Restricted Subsidiary are transferred to or combined with one or more other Restricted Subsidiaries or the Company), and such order or decree continues unstayed and in effect for 60 consecutive days, or any similar relief is granted under any foreign laws and the order or decree stays in effect for 60 consecutive days; |
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These Events of Default are substantially similar to the “Events of Default” defined in the Base Indenture, provided that the monetary thresholds set forth in the Events of Default described in the sixth and ninth bullet points above were increased from $20 million in the Base Indenture to $50 million in the Third Supplemental Indenture to reflect the current terms of the Company’s revolving credit facility. If an Event of Default described in the first, second, third, fourth, fifth, sixth, ninth or tenth bullet points above occurs and is continuing with respect to the Notes, unless the principal and interest with respect to all the Notes has already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the principal of and interest on all the Notes due and payable immediately. If an Event of Default described in the seventh or eighth bullet points above occurs, unless the principal and interest with respect to all the Notes has become due and payable, the principal of and interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of Notes. The terms of the Notes are further described in the Prospectus. Certain of the Underwriters and their affiliates have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Company and the Company’s affiliates in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions. J.P. Morgan Securities LLC and PNC Capital Markets LLC serve as joint bookrunners and joint lead arrangers under the Company’s revolving credit facility. Affiliates of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, PNC Capital Markets LLC, U.S. Bancorp Investments, Inc. (such affiliate is also the Trustee under the Indenture), Wells Fargo Securities, LLC, Fifth Third Securities, Inc. and The Huntington Investment Company are lenders under the Company’s revolving credit facility. In addition, an affiliate of PNC Capital Markets LLC serves as administrative agent under the Company’s revolving credit facility, an affiliate of J.P. Morgan Securities LLC acts as syndication agent under the Company’s revolving credit facility and affiliates of Merrill Lynch, Pierce, Fenner& Smith Incorporated, U.S. Bancorp Investments, Inc. (such affiliate is also the Trustee under the Indenture) and Wells Fargo Securities, LLC act as co-documentation agents under the Company’s revolving credit facility. In addition, certain of the Underwriters are purchasers under the Company’s trade accounts receivable securitization facility. The Company intends to use the net proceeds from the 2017 Notes Offering to repay the Company’s borrowings under the Company’s revolving credit facility and to repay amounts outstanding under the Company’s revolving trade accounts receivable securitization facility and, therefore, affiliates of the Underwriters that are lenders under the Company’s revolving credit facility will receive a portion of the net proceeds from the 2017 Notes Offering. The Company intends to add the remaining portion of the net proceeds from the sale of the Notes to the Company’s working capital to be used for general corporate purposes, which may include the repayment of other indebtedness. The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Base Indenture and the Third Supplemental Indenture (which includes the form of the Notes), copies of which are filed or incorporated by reference as Exhibit1.1, Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 4 Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this Item 1.01 is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. On July25, 2017, the Company issued a news release announcing its intention to offer the Notes and the commencement of the 2017 Notes Offering.A copy of this news release is filed as Exhibit99.1 to this Current Report on Form8-K. Also, on July25, 2017, the Company issued a news release announcing the pricing of the 2017 Notes Offering.A copy of this news release is filed as Exhibit99.2 to this Current Report on Form8-K.
(a) through (c): Not applicable. (d) Exhibits. Attached hereto, or incorporated herein by reference, are agreements and other information related to the 2017 Notes Offering to the Registration Statement on FormS-3 (Registration No.333-219349), filed with the SEC. The exhibits are expressly incorporated herein by reference.
5 WORTHINGTON INDUSTRIES INC ExhibitEX-1.1 2 d412120dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION $200,…To view the full exhibit click |
