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WOR > SEC Filings for WOR > Form 8-K/A on 16-Apr-2014All Recent SEC Filings

Show all filings for WORTHINGTON INDUSTRIES INC

Form 8-K/A for WORTHINGTON INDUSTRIES INC


16-Apr-2014

Entry into a Material Definitive Agreement, Creation of a Direct Fin


Item 1.01 Entry into a Material Definitive Agreement

On April 15, 2014, Worthington Industries, Inc. (the "Company") completed the public offering (the "2014 Notes Offering") of $250 million aggregate principal amount of its 4.55% Notes due 2026 (the "Notes"). The Notes were offered pursuant to the prospectus supplement dated April 10, 2014, to the prospectus dated April 7, 2014 (together, the "Prospectus"), which forms part of the Company's effective Registration Statement on Form S-3 (Registration No. 333-195101) filed with the Securities and Exchange Commission (the "SEC") on April 7, 2014, pursuant to which the Notes were registered under the Securities Act of 1933, as amended.

The sale of the Notes was made pursuant to the terms of an Underwriting Agreement, dated April 10, 2014 (the "Underwriting Agreement"), between the Company and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A to the Underwriting Agreement (individually, an "Underwriter" and collectively, the "Underwriters"). The Underwriting Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The terms of the Notes are governed by an Indenture dated as of April 13, 2010 (the "Base Indenture") between the Company and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a Second Supplemental Indenture dated as of April 15, 2014 (the "Second Supplemental Indenture" and collectively with the Base Indenture, the "Indenture") between the Company and the Trustee.

The Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company's other existing and future unsecured and unsubordinated indebtedness and senior in right of payment to all of the Company's future subordinated indebtedness. In addition, the Notes will be structurally subordinated in right of payment to all of the obligations of the Company's subsidiaries and effectively subordinated to all of Company's secured obligations, to the extent of the assets securing such obligations.

Interest on the Notes will accrue at a rate of 4.55% per annum and is payable semi-annually, in arrears, on April 15 and October 15 of each year, commencing October 15, 2014. The Notes will mature on April 15, 2026, unless earlier redeemed. The Company may redeem the Notes prior to maturity, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined in the Second Supplemental Indenture) on the Notes to be redeemed discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Second Supplemental Indenture) plus 30 basis points; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the date of redemption.


If a change of control triggering event with respect to the Notes (as described in the Second Supplemental Indenture) occurs and the Company has not previously exercised its right to redeem all of the outstanding Notes, each holder of Notes will have the right to require the Company to purchase all or a portion of such holder's Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of purchase.

The Indenture contains covenants that, with certain exceptions, limit the Company's ability to incur certain liens, enter into sale/leaseback transactions and merge, consolidate or sell all or substantially all of its assets.

The following will constitute "Events of Default" with respect to the Notes, subject to any additional limitations and qualifications included in the Indenture:

default in the payment of any installment of interest on the Notes as and when the same become due and payable and continuance of such default for a period of 30 days;

default in the payment of principal or premium with respect to any Notes as and when the same become due and payable, whether at maturity, upon redemption, by declaration, upon required repurchase or otherwise;

default in the payment of any sinking fund payment with respect to any Notes as and when the same become due and payable;

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 Second 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 $25 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 . . .



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure required by this Item 2.03 is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.



Item 8.01. Other Events

On April 10, 2014, the Company issued a news release announcing its intention to offer the Notes and the commencement of the 2014 Notes Offering. A copy of this news release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Also, on April 10, 2014, the Company issued a news release announcing the pricing of the 2014 Notes Offering. A copy of this news release is filed as Exhibit 99.2 to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits

(a) through (c): Not applicable.

(d) Exhibits.

Attached hereto, or incorporated herein by reference, are agreements and other information related to the 2014 Notes Offering pursuant to the Registration Statement on Form S-3 (Registration No. 333-195101), filed with the SEC. The exhibits are expressly incorporated herein by reference.

Exhibit No. Description
    1.1     Underwriting Agreement, dated April 10, 2014, between
            Worthington Industries, Inc. and J.P. Morgan
            Securities LLC and Wells Fargo Securities, LLC, as
            representatives of the several underwriters named in
            Schedule A thereto, relating to the offer and sale of
            the Notes (incorporated herein by reference to Exhibit
            1.1 to the Current Report on Form 8-K of Worthington
            Industries, Inc. dated April 15, 2014 and filed with
            the SEC on the same date (SEC File No. 1-8399))

    4.1     Indenture, dated as of April 13, 2010, between
            Worthington Industries, Inc. and U.S. Bank National
            Association, as Trustee (incorporated herein by
            reference to Exhibit 4.1 to the Current Report on Form
            8-K of Worthington Industries, Inc. dated April 13,
            2010 and filed with the SEC on the same date (SEC File
            No. 1-8399))

    4.2     Second Supplemental Indenture, dated as of April 15,
            2014, between Worthington Industries, Inc. and U.S.
            Bank National Association, as Trustee (incorporated
            herein by reference to Exhibit 4.2 to the Current
            Report on Form 8-K of Worthington Industries, Inc.
            dated April 15, 2014 and filed with the SEC on the
            same date (SEC File No. 1-8399))

    4.3     Form of 4.55% Notes due 2026 (included in Exhibit 4.2)

    5.1     Opinion of Vorys, Sater, Seymour and Pease LLP
            (incorporated herein by reference to Exhibit 5.1 to
            the Current Report on Form 8-K of Worthington
            Industries, Inc. dated April 15, 2014 and filed with
            the SEC on the same date (SEC File No. 1-8399))

   12.1     Computation of Ratio of Earnings (Loss) to Fixed
            Charges (filed herewith)

   99.1     News Release issued by Worthington Industries, Inc. on
            April 10, 2014 announcing the commencement of the 2014
            Notes Offering (incorporated herein by reference to
            Exhibit 99.1 to the Current Report on Form 8-K of
            Worthington Industries, Inc. dated April 15, 2014 and
            filed with the SEC on the same date (SEC File No.
            1-8399))

   99.2     News Release issued by Worthington Industries, Inc.
            on April 10, 2014 announcing the pricing of the 2014
            Notes Offering (incorporated herein by reference to
            Exhibit 99.2 to the Current Report on Form 8-K of
            Worthington Industries, Inc. dated April 15, 2014 and
            filed with the SEC on the same date (SEC File No.
            1-8399))


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