WD-40 COMPANY 
ITEM 1.01. Entry into a Material Definitive Agreement
On March 16, 2020 , WD-40 Company (the "Company") entered into an
Amended and Restated Credit Agreement (the "Amended and Restated
Credit Agreement") with Bank of America, N.A . ("Bank of America "). The
Amended and Restated Credit Agreement modifies the Company's existing
Credit Agreement dated June 17, 2011 (as amended on January 7, 2013 ,
May 13, 2015 , November 16, 2015 , September 1, 2016 , November 15, 2017 ,
February 23, 2018 and January 22, 2019 , the "Credit Agreement").
Capitalized terms not otherwise defined in this report have the
meaning given to such terms in the Amended and Restated Credit
Agreement.
The Amended and Restated Credit Agreement increases the Revolving
Commitment from $100.0 million to $150.0 million and increases the
sublimit for the Revolving Commitment for borrowing by WD-40 Company
Limited , a wholly owned operating subsidiary of the Company for
Europe , the Middle East , Africa and India , from $50.0 million to
$100.0 million . In addition to other non-material and technical
amendments to the Credit Agreement, the Amended and Restated Agreement
modifies certain restrictive covenants. An exception to a prohibition
on Investments has been added to allow for intercompany loans or
advances from any Loan Party to Subsidiaries which are not Loan
Parties in an aggregate amount of up to $5.0 million outstanding at
any time. In addition, an exception for Investments not otherwise
covered by an exception has been increased from $2.5 to $5.0 million .
The Amended and Restated Credit Agreement includes a new schedule of
Permitted Consolidated Capital Expenditures to permit the Company to
make contemplated capital investments in the current and future fiscal
years of up to $30.5 million in fiscal year 2020, $19.0 million in
fiscal year 2021, and $15.0 million for fiscal years 2022, 2023, 2024
and 2025. The Amended and Restated Credit Agreement increases the
carryforward from one fiscal year to the next fiscal year of unused
Permitted Consolidated Capital Expenditures from $2.5 million to $5.0
million . The new maturity date for the revolving credit facility per
the Amended and Restated Credit Agreement is March 16, 2025 .
The material terms of the Amended and Restated Credit Agreement
discussed above do not purport to be complete and are qualified in
their entirety by the Amended and Restated Credit Agreement attached
hereto as Exhibit 10(a) and incorporated herein by reference.
On March 16, 2020 , the Company entered into a second amendment (the
"Second Amendment") to its existing Note Purchase and Private Shelf
Agreement dated November 15, 2017 (as amended on February 23, 2018 ,
the "Note Agreement") by and among the Company, PGIM, Inc.
("Prudential"), and certain affiliates and managed accounts of
Prudential (the "Note Purchasers"). The Second Amendment amends the
Note Agreement to permit the Company (inclusive of its subsidiaries)
to enter into the Amended and Restated Credit Agreement with Bank of
America and the Second Amendment includes certain conforming
amendments to the Note Agreement consistent with the Amended and
Restated Credit Agreement, including a schedule of Permitted
Consolidated Capital Expenditures and related carryforward provisions
for unused Permitted Consolidated Capital Expenditures from one fiscal
year to the next fiscal year.
The material terms of the Second Amendment discussed above do not
purport to be complete and are qualified in their entirety by the
Second Amendment attached hereto as Exhibit 10(b) and incorporated
herein by reference.
All other material terms included in the Credit Agreement and the Note
Agreement remain unchanged as a result of execution of the Amended and
Restated Credit Agreement and the Second Amendment to the Note
Agreement. Borrowings under the Amended and Restated Credit Agreement
will continue to be used for the Company's stock repurchases and
general working capital needs
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ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10(a) Amended and Restated Credit Agreement dated March 16, 2020 among
WD-40 Company and Bank of America
10(b) Second Amendment to Note Purchase and Private Shelf Agreement dated
March 16, 2020 among WD-40 Company and Prudential and the Note
Purchasers
104 The cover page from this Current report on Form 8-K, formatted in
Inline XBRL
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