Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On February 11, 2020, Oshkosh Corporation (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with BofA Securities,
Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein (collectively, the
"Underwriters"), pursuant to which the Company agreed to sell, and subject to
the terms and conditions set forth therein, the Underwriters, severally and not
jointly, have agreed to buy $300.0 million aggregate principal amount of its
3.100% Senior Notes due 2030 (the "Notes"). The sale of the Notes is being made
pursuant to the Company's Registration Statement on Form S-3 (Registration No.
333-228500), including a prospectus supplement dated February 11, 2020 to the
prospectus contained therein dated November 20, 2018, filed by the Company with
the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the
Securities Act of 1933, as amended (the "Securities Act"). The obligation of the
Underwriters to purchase the Notes is subject to customary closing conditions.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make in respect of those
liabilities. The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Underwriting Agreement, a copy of which is filed herewith as
Exhibit 4.1 and is incorporated herein by reference.
The Company expects the offering of the Notes to close on February 26, 2020. The
Company expects to receive approximately $295.9 million in net proceeds from the
sale of the Notes, after deducting the Underwriters' discounts and commissions
and estimated expenses of the offering payable by the Company. The Company
intends to use the net proceeds from the sale of the Notes to redeem all of the
Company's outstanding $250.0 million aggregate principal amount of 5.375% Senior
Notes due 2025 and to pay the related redemption premium of approximately $6.7
million. Any remaining proceeds will be used for general corporate purposes.
The Notes will be issued pursuant to the Indenture (the "Base Indenture"), dated
May 17, 2018, between the Company and Wells Fargo Bank, National Association, as
trustee, as supplemented by a second supplemental indenture (together with the
Base Indenture, the "Indenture") that will be executed in connection with the
completion of the offering of the Notes. The Company will pay 3.100% interest
per annum on the outstanding principal amount of the Notes, payable
semi-annually in arrears on March 1 and September 1 of each year, commencing on
September 1, 2020. The Notes will mature on March 1, 2030.
The Notes will be senior unsecured obligations of the Company and will rank
equally in right of payment with all of the Company's other unsecured and
unsubordinated indebtedness from time to time outstanding and effectively
subordinated to any of the Company's secured indebtedness to the extent of the
value of the assets securing such indebtedness. The Indenture does not limit
the amount of notes, debentures or other evidences of indebtedness that the
Company may issue thereunder and provides that notes, debentures or other
evidences of indebtedness may be issued from time to time in one or more series.
At any time prior to December 1, 2029, the Company will have the right to redeem
the Notes in whole or in part, at the Company's option, at a redemption price
equal to 100% of the principal amount thereof plus an applicable premium
determined in accordance with the Indenture and accrued and unpaid interest to,
but not including, the redemption date.
In addition, at any time on or after December 1, 2029, the Company may redeem
some or all of the Notes, at the Company's option, at a redemption price equal
to 100% of the principal amount of the Notes being redeemed plus accrued and
unpaid interest on the notes being redeemed to, but excluding, the redemption
date.
Subject to certain exceptions, upon the occurrence of a Change of Control
Triggering Event (as defined in the Indenture), each holder of Notes will have
the right to require the Company to purchase that holder's Notes for a cash
price equal to 101% of the principal amounts to be purchased, plus accrued and
unpaid interest to the date of purchase.
The Indenture will contain various covenants, including, but not limited to,
covenants that, subject to certain exceptions, will limit the Company's and its
restricted subsidiaries' ability to (i) incur secured indebtedness; (ii) enter
into sale and leaseback transactions; and (iii) merge, consolidate or transfer
or dispose of all or substantially all of the Company's assets.
The Indenture will also provide for customary events of default. If an event of
default occurs and is continuing with respect to the Notes, then, among other
things, the Company may not issue additional debt securities.
The foregoing description of the Indenture does not purport to be complete and
is qualified in its entirety by reference to the full text of the Indenture,
which the Company will file with the Securities and Exchange Commission as an
exhibit to a Current Report on Form 8-K after the completion of the offering of
the Notes.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The exhibits set forth in the following Exhibit Index are being
filed herewith:
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OSHKOSH CORPORATION 
