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MarketScreener Homepage  >  Equities  >  Nasdaq  >  WD-40 Company    WDFC

WD-40 COMPANY

(WDFC)
  Report
Real-time Estimate Quote. Real-time Estimate Cboe BZX - 05/27 10:26:05 am
189.455 USD   +1.29%
04/16WD-40 COMPANY : Ex-dividend day for
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04/09WD 40 : Earnings Presentation Q2 FY2020
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04/09WD 40 : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)
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WD 40 CO : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

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03/19/2020 | 01:40pm EDT
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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© Edgar Online, source Glimpses

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