Current Report Filing (8-k)
February 26 2020 - 4:07PM
Edgar (US Regulatory)
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0000775158
2020-02-25
2020-02-26
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iso4217:USD
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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
Date of
Report (Date of earliest event reported): February 26, 2020
Oshkosh Corporation
(Exact name of registrant as specified in its charter)
Wisconsin
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1-31371
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39-0520270
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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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P.O. Box 2566
Oshkosh, Wisconsin
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54903-2566
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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: (920) 502-3009
Not Applicable
(Former name or former address, if changed
since last report)
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:
¨ Written communications pursuant to Rule 425, under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12, under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b), under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c), under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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 ($0.01 par value)
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OSK
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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 February 26, 2020,
Oshkosh Corporation (the “Company”) completed its public offering of $300.0 million aggregate principal amount of its
3.100% Senior Notes due 2030 (the “Notes”). The Notes were issued pursuant to a base indenture (the “Base Indenture”),
dated May 17, 2018, between the Company and Wells Fargo Bank, National Association (“Wells Fargo”), as trustee, as
supplemented by a second supplemental indenture (the “Second Supplemental Indenture” and together with the Base Indenture,
the “Indenture”), dated February 26, 2020, between the Company and Wells Fargo, as trustee. The material terms of the
Indenture are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 12, 2020, which description is incorporated by reference herein. Such description of the Indenture does not purport to
be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the Second Supplemental Indenture
and the form of Global Note, which are filed herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference
herein.
The
Company received 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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits. The exhibits set forth in the following Exhibit Index are being filed herewith:
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EXHIBIT INDEX
(104)
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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OSHKOSH CORPORATION
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Date: February 26, 2020
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By:
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/s/
David M. Sagehorn
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David
M. Sagehorn
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Executive Vice President and
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Chief Financial Officer
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