Current Report Filing (8-k)
February 28 2020 - 4:26PM
Edgar (US Regulatory)
0000277135
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0000277135
2020-02-27
2020-02-28
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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 28, 2020
W.W. GRAINGER, INC.
(Exact name of Registrant as Specified in
Charter)
Illinois
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1-5684
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36-1150280
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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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100
Grainger Parkway, Lake
Forest, Illinois
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60045-5201
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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: (847) 535-1000
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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¨
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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:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock
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GWW
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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.
o
Item 1.02. Termination of a Material Definitive Agreement.
On February 28, 2020, in accordance with the terms of the Facilities
Agreement, dated as of August 26, 2015, by and among GWW UK Holdings Ltd., W.W. Grainger, Inc. (the “Company”),
the lenders party thereto, Lloyds Bank PLC and Lloyds Securities Inc. (“Lloyds Securities”), as mandated lead
arrangers, and Lloyds Bank PLC, as agent (the “Facilities Agreement”), the Company repaid all outstanding borrowings
under the Facilities Agreement using a portion of the proceeds from its issuance of $500 million of its 1.85% Senior Notes due
2025 upon completion of a public offering on February 26, 2020 (the “Offering”), as described in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2020.
Effective February 28, 2020, the Company also terminated the Facilities Agreement. The Facilities Agreement provided for a five-year
term loan of £160 million and revolving credit facility of £20 million. Absent termination, the Facilities Agreement
would have matured on August 26, 2020. No material early termination penalties were incurred by the Company as a result of the
termination of the Facilities Agreement.
The description of the Facilities Agreement set forth above
is a summary and is qualified in its entirety by the full text of the Facilities Agreement, which was filed as Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2015.
From time to time in the ordinary course of their respective
businesses, one or more of the lenders under the Facilities Agreement, or their affiliates, have or may have engaged in and may
in the future engage in commercial banking, derivatives and/or financial advisory, investment banking, and other commercial transactions
and services with us and our affiliates for which they have received or will receive customary fees and commissions. In particular,
Lloyds Securities acted as co-manager in connection with the Offering.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 28, 2020
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W.W. GRAINGER, INC.
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By:
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/s/ Hugo Dubovoy, Jr.
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Hugo Dubovoy, Jr.
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Vice President, Corporate Secretary
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