UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date of Report (Date of
earliest event reported)
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May 15, 2020
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Oil-Dri
Corporation of America
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(Exact name of registrant as
specified in its charter)
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Delaware
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001-12622
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36-2048898
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(State or other jurisdiction
of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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410 North
Michigan Avenue
Suite
400
Chicago,
Illinois
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60611-4213
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(Address of principal
executive offices)
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(Zip Code)
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Registrant’s telephone
number, including area code
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(312)
321-1515
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Not
applicable
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(Former name or former
address, if changed since last report.)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.10
per share
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ODC
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New York Stock
Exchange
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ¨
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Item 1.01
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Entry into a
Material Definitive Agreement.
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On May 15, 2020
(the “Effective Date”), Oil-Dri Corporation of America (the
“Company”) entered into an Amended and Restated Note Purchase and
Private Shelf Agreement (the “Amended Note Agreement”) with PGIM,
Inc. (“Prudential”) and certain existing noteholders and purchasers
affiliated with Prudential named therein. The Amended Note
Agreement amends and restates the Note Agreement between the
Company, Prudential and certain existing noteholders named therein,
dated as of November 12, 2010 (the “Prior Note Agreement”), under
which the Company’s 3.96% Series A Senior Notes due August 1, 2020
(the “Series A Notes”) were previously issued in an original
aggregate principal amount of $18.5 million.
Pursuant to the
Amended Note Agreement, (i) the Series A Notes, in an
aggregate principal amount of $3.1 million as of immediately prior
to the Effective Date, continue to remain outstanding under and
subject to the terms of the Amended Note Agreement, and (ii) the
Company issued $10 million in aggregate principal amount of
its 3.95% Series B Senior Notes due May 15, 2030 (the “Series B
Notes”). In addition, the Amended Note Agreement provides the
Company with the ability to request, from time to time until May
15, 2023 (or such earlier date as provided for in the Amended Note
Agreement), that Prudential affiliate(s) purchase, at Prudential’s
discretion and on an uncommitted basis, additional senior unsecured
notes of the Company (the “Shelf Notes,” and collectively with the
Series A Notes and Series B Notes, the “Notes”) in an aggregate
principal amount of up to $75 million minus the aggregate principal
amount of Notes then outstanding and Shelf Notes that have been
accepted for purchase. Interest payable on any Shelf Note agreed to
be purchased under the Amended Note Agreement will be at a rate
determined by Prudential and will mature not more than fifteen
years after the date of original issue of such Shelf
Note.
Like the Prior
Note Agreement, the Amended Note Agreement is guaranteed, on an
unsecured basis, by certain U.S. subsidiaries of the Company, and
contains customary covenants, including but not limited to,
limitations on the Company’s and certain Company subsidiaries’
ability to incur indebtedness, incur liens, engage in mergers, and
sell or transfer assets and stock, as well as financial covenants,
including a minimum fixed charges coverage ratio and consolidated
debt ratio that remain the same as those contained in the Prior
Note Agreement. Upon the occurrence of certain events of default,
the Company’s obligations under the Amended Note Agreement may be
accelerated. Such events of default include payment defaults,
covenant defaults and other enumerated defaults.
The foregoing
description of the Amended Note Agreement does not purport to be
complete and is subject to, and qualified by, the full text of the
Amended Note Agreement, a copy of which is attached as Exhibit 10.1
to this Form 8-K.
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Item 2.03
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Creation of
a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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The disclosure
set forth in Item 1.01 is hereby incorporated by reference into
this Item 2.03.
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Item 9.01
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description of
Exhibits
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10.1
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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OIL-DRI CORPORATION OF
AMERICA
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By:
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/s/ Laura G.
Scheland
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Laura G.
Scheland
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Vice President, General
Counsel and Secretary
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Date: May 21,
2020
