Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
OnJune 16, 2021 ,Brady Corporation (the "Company") and its wholly owned subsidiary,BW Acquisition Corp. ("Acquisition Sub"), entered into a Stock Purchase Agreement (the "Agreement") withThe Code Corporation ("Code"), certain stockholders ofCode andShareholder Representative Services, LLC , as the representative of Code's selling stockholders, pursuant to which Acquisition Sub acquired Code by merger onJune 17, 2021 . Pursuant to the Agreement, Acquisition Sub was merged with and into Code, with Code surviving as a wholly-owned subsidiary of the Company. The purchase price was approximately$173 million , which amount is subject to a working capital adjustment and escrow provisions. The Agreement provides for customary indemnification rights with respect to a breach of a representation, warranty or covenant by either party. The Company financed the acquisition by using existing cash and borrowings under its revolving credit facility as described under Item 2.03 of this Current Report on Form 8-K. The Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The brief summary of the material provisions of the Agreement set forth above is qualified in its entirety by reference to the Agreement filed as an exhibit hereto. The Company issued a press release onJune 17, 2021 , and hosted a conference call regarding the merger onJune 18, 2021 . The press release is attached hereto as Exhibit 99.1, and the informational slides referenced in the conference call are attached hereto as Exhibit 99.2.
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT OnJune 15, 2021 , the Company drew down approximately$75 million from its revolving credit facility as exists and pursuant to the terms of the Company's Credit Agreement, dated as ofAugust 1, 2019 , by and between the Company and certain of its subsidiaries, the lenders listed thereto, andBMO Harris Bank, N.A ., as administrative agent and L/C issuer (the "Credit Agreement") to fund a portion of the purchase price payable upon closing of the merger described in Item 1.01 of this Current Report on Form 8-K. Under the revolving credit facility, the Company may borrow an aggregate amount of up to$200 million . After giving effect to this borrowing, the Company has an additional$121 million available for borrowing under the revolving credit facility. This borrowing under the revolving credit facility has a final maturity date ofAugust 1, 2024 , and the Company has the option to select either a base interest rate (based upon the higher of (i) the federal funds rate plus one-half of 1%, (ii) the prime rate of Bank of Montreal plus a margin based on the Company's consolidated net leverage ratio or (iii) the one-month LIBOR rate plus 1%) or a Eurocurrency interest rate (at the LIBOR rate plus a margin based on the Company's consolidated net leverage ratio). Initial borrowings on the revolving credit facility have an interest rate of 0.81%. The foregoing description of the revolving credit facility under the Credit Agreement is qualified in its entirety by the terms of the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with theSecurities and Exchange Commission onAugust 1, 2019 , and is incorporated herein by reference. Item 7.01 REGULATION FD DISCLOSURE OnJune 18, 2021 , the Company hosted a conference call related to its acquisitions ofThe Code Corporation ,Magicard Limited , andNordic ID Oyj . A copy of the slides referenced in the conference call, which is also posted on the Corporation's website, is being furnished to theSecurities and Exchange Commission as Exhibit 99.2 attached hereto and is incorporated herein by reference. -------------------------------------------------------------------------------- Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits EXHIBIT NUMBER DESCRIPTION 2.1 Stock Purchase Agreement, dated as ofJune 16, 2021 , by and amongBrady Worldwide, Inc. ,BW Acquisition Corp. , The Code
Corporation, Certain Stockholders
of theCode Corporation , and Shareholder Representative
and exhibits to this document are not being filed
herewith pursuant to Item
601(b)(2) of Regulation S-K.* 99.1 Press Release ofBrady Corporation , datedJune 17 ,
2021, announcing the
acquisition ofThe Code Corporation . 99.2 Informational slides provided byBrady Corporation ,
dated
relating to recent acquisitions. 104 Cover Page Interactive Data File (embedded within
Inline XBRL document).
* The registrant agrees to furnish a copy of any such schedule or exhibit to the
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