Current Report Filing (8-k)
November 20 2017 - 4:56PM
Edgar (US Regulatory)
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) November 17, 2017
H.B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
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Minnesota
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001-09225
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41-0268370
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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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1200 Willow Lake Boulevard
P.O. Box 64683
St. Paul,
MN 55164-0683
(Address of principal executive offices, including zip code)
(651)
236-5900
(Registrants telephone number, including area code)
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:
☐
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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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☐ 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).
☐ 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.
Item 1.01
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Entry into a Material Definitive Agreement
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On November 17, 2017, H.B. Fuller
Company (the
Company
,
we
,
us
or
our
) entered into Amendment No. 2 (the
Amendment
) to our Credit Agreement, dated as of April 12, 2017 (as
amended by Amendment No. 1 to Credit Agreement, dated as of September 29, 2017, and as further amended or otherwise modified prior to the Amendment, the
Existing Credit Agreement
; the Existing Credit Agreement as amended
by the Amendment is referred to herein as the
Credit Agreement
) with JPMorgan Chase Bank, N.A., as administrative agent and various other financial institutions party thereto as lenders.
The Amendment amends the Existing Credit Agreement to, among other things, implement certain updates in light of the final terms and
conditions set forth in the Term Loan Credit Agreement we entered into on October 20, 2017 (the
Term Loan Agreement
) with Morgan Stanley Senior Funding, Inc., as administrative agent and the various other financial
institutions party thereto as lenders, including adjusting the initial interest rate spread that we pay on LIBOR and prime rate loans by 0.25%. The provisions for interest after the initial interest period are not affected by the Amendment. The
Amendment also conforms certain provisions of the Credit Agreement to the Term Loan Agreement.
A copy of the Amendment is attached hereto
as an exhibit and expressly incorporated by reference herein. The foregoing descriptions are qualified in their entirety by reference to the actual terms of the Amendment and the Credit Agreement.
The foregoing descriptions and the copy of the Amendment have been included to provide information regarding the terms of the agreements. They
are not intended to provide any other factual information about the Company. In particular, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or
condition of the Company or any of its subsidiaries or affiliates.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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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H.B. FULLER COMPANY
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Date: November 20, 2017
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By:
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/s/ John. J. Corkrean
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John J. Corkrean
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Executive Vice President and Chief Financial Officer
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