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On
November 15
, 201
7
, WD-40 Company
(the “Company”)
entered into a Note Purchase and Private Shelf Agreement
(the “
Note
Agreement
”)
by and among the Company, PGIM
, Inc. (“Prudential”)
, and
certain
affiliate
s
and managed accounts of Prudential (the “Note Purchasers”)
, pursuant to which the Company agreed to sell $20
.0
million aggregate principal amount of senior notes (the “Series A Notes”) to
certain of
the Note Purchasers
.
The Series A Notes will bear interest at 3.39
% per annum
and will mature on November 15, 2032
, unless earlier
paid
by the Company
. Principal payments are required semi-annually beginning on May 15, 2018 in equ
al installments of $0.4 million
through
May
15, 2032,
and
the
remaining
outstanding principal
of the Series A Notes
in the
amount
of $8.4 million
will become due
on
November 15, 2032
.
Interest is also payable semi-annually beginning on May 15, 2018.
The Company expects to use the proceeds to pay down short-term borrowings under the Company’s existing $175.0 million unsecured
C
redit
A
greement
dated June 17, 2011
(
as amended,
the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”)
. $20
.0
million
of short term borrowings under the Credit Agreement were
drawn primarily
to fund the purchase and
build out
of
the
Company’s
new
San Diego, California
office building
,
purchased in September 2
016 and completed
for
occupancy
in August 201
7
.
Capitalized terms not otherwise defined in this report have the meaning given to such terms in the Note Agreement
.
Pursuant to the
Note
Agreement, the Company may from time to time
offer for sale
to Prudential Affiliates
, in one or a series of transactions, additional se
nior
notes of the Company
(the “Shelf Notes”)
in an aggregate principal amount of up to $1
05
.0
million. The Shelf Notes will have a maturity date of no more than
15½
years after the date of original issuance and may be issued
no later than
November 15
, 2020. The Shelf Notes
, if any,
w
ould
bear interest at a rate per annum, and w
ould
have such other particular terms, as
would
be set forth in a confirmation of acceptance executed by the parties prior to the closing of each purchase and sale transaction.
Pursuant to the
Note
Agreement, the Series A Notes and any Shelf Notes (collectively, the "Notes")
can be prepaid
at
the Company
’s sole discretion
, in whole at any time or in part from time to time, at 100% of the principal amount of the Notes being
prepaid
, together with accrued and unpaid interest thereon and any Make Whole Amount with respect
to such Notes.
The
Note
Agreement
contains representations,
warranties
,
events of default and remedies
, as well as affirmative, negative and
other
financial covenants
customary for this type of agreement
and generally consistent with similar provisions of the Credit Agreement
.
These covenants include, among other things, certain limitations on the ability of the Company and its subsidiaries to incur indebtedness, create liens, dispose of assets, make investments,
repurchase shares of the Company’s
capital
stock
and enter into certain merger or consolidation transactions.
The Note Agreement also includes a most favored lender provision which requires that any time any lend
er or other provider under any Principal Credit Agreement has the benefit of one or more financial or operational covenants that is different than, or similar to, but more restrictive than those contained in the Note Agreement, those covenants
shall be immediately and automatically
incorporated by reference in the Note
Agreement
(the “Most Favored Provision”)
.
The
Note
Agreement
requires the Company to
adhere to
the same financial covenants governing the Company’s existing
Credit Agreement, as follows
:
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