Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Issuance of $350 million of Senior Notes
On June 22, 2018, Nordson Corporation (the Company) entered into a Master Note Purchase Agreement (the Note Purchase Agreement)
among the Company, as issuer, and the purchasers listed therein, pursuant to which the Company issued and sold, in a private placement, Senior Notes consisting of Series 2018-A, Series 2018-B, Series 2018-C, Series 2018-D, Series 2018-E, Series
2018-F, and Series 2018-G Senior Notes (collectively the 2018 Notes), in an aggregate principal amount of $350 million. The 2018 Notes mature between June 22, 2023 and June 24, 2030 and bear interest at fixed per annum interest
rates between 3.71% and 4.17%. In the event of any other prepayment of the 2018 Notes prior to their respective final stated maturity, the Company is obligated to pay to purchasers certain yield maintenance amounts in respect of such prepaid
amounts. The purchasers of the 2018 Notes consist of various insurance companies and their affiliates.
The Company used the proceeds from the sale of the
2018 Notes to repay approximately $315 million of the outstanding balance under the Companys existing syndicated revolving credit facility. The Company intends to use the remainder of the proceeds for general corporate purposes.
The Company may from time to time issue and sell one or more additional series of notes pursuant to the Note Purchase Agreement, provided that the aggregate
principal amount of all additional notes issued pursuant to the Note Purchase Agreement shall not exceed $500 million.
The Note Purchase Agreement
contains customary representations and warranties and affirmative and negative covenants including, among others, covenants regarding the maintenance of certain financial ratios and covenants relating to financial reporting, compliance with laws,
transactions with affiliates, limitation on liens, mergers and sales of all or substantially all of the Companys assets.
The Note Purchase
Agreement provides for customary events of default, including, among other things, nonpayment of principal, interest, or other amounts, a representation or warranty proving to have been false or erroneous when made, failure to perform or observe
certain covenants within a specified period of time, a cross-default to other indebtedness of the Company of a specified amount, the bankruptcy or insolvency of the Company, monetary judgment defaults of a specified amount, invalidity of any loan
documentation, a change of control of the Company and ERISA defaults resulting in liability of a specified amount.
The Companys obligations under
the Note Purchase Agreement and the Senior Notes rank pari passu in right of payment with all other senior unsecured indebtedness of the Company.
Amendment to Second Amended and Restated Credit Agreement
On June 28, 2018, the Company entered into an amendment (the Amendment) to its Second Amended and Restated Credit Agreement, dated
February 20, 2015, among the Company, various financial institutions named therein, and KeyBank, National Association, in its capacity as administrative agent (the Existing Credit Agreement). The Amendment (i) increases the
aggregate commitments under the Existing Credit Agreement by $250 million from $600 million to $850 million, (ii) modifies the Existing Credit Agreement to increase the maximum permitted Leverage Ratio for the first two fiscal quarters during a
Leverage Ratio Step-Up Period to 4.00 to 1.00 and (iii) modifies the Interest Coverage Ratio in the Existing Credit Agreement to provide that the ratio should not be less than 2.50 to 1.00. All other material provisions of the Existing Credit
Agreement remain substantially unchanged.
Amendments to Existing Term Loan Agreements
On June 26, 2018, the Company also entered into amendments to its existing 2015 and 2017 Term Loan Agreements with various financial institutions named
therein and PNC Bank, National Association, as administrative agent. The amendments modify the Leverage Ratio and Interest Coverage Ratio covenants to conform with the Companys Existing Credit Agreement (as defined above). All other material
provisions of the 2015 and 2017 Term Loan Agreements remain substantially unchanged.
The foregoing descriptions of the Note Purchase Agreement, the
Amendment and the Amendments to the 2015 and 2017 Term Loan Agreements do not purport to be complete and are qualified in their entirety by reference to the Note Purchase Agreement, the Amendment and the Amendments to the 2015 and 2017 Term Loan
Agreements, copies of which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.