Wd 40 Co 8-K, filed Mar 19, 2020

Wd 40 Co (WDFC)

8-K 2020-03-19 For: 2020-03-16

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Added on April 10, 2026

About this 8-K

Wd 40 Co filed this 8-K on March 19, 2020, reporting on events of March 16, 2020.

Items reported

Item 1.01: Entered into a material agreement
Item 9.01: Financial statements and exhibits

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Delaware (State or other jurisdiction of incorporation or organization)	000-06936 (Commission File Number) WD 40 CO (Commission Company Name)	95-1797918 (I.R.S. Employer Identification Number)

	9715 Businesspark Avenue, San Diego, California 92131 (Address of principal executive offices, with zip code)

	(619) 275-1400 (Registrant’s telephone number, including area code)

	n/a (Former name or former address, if changed since last report)


o	Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol	Name of exchange on which registered
Common stock, par value $0.001 per share	WDFC	NASDAQ


	Exhibit No.	Description

	10(a)	Amended and Restated Credit Agreement dated March 16, 2020 among WD-40 Company and Bank of America

	10(b)	Second Amendment to Note Purchase and Private Shelf Agreement dated March 16, 2020 among WD-40 Company and Prudential and the Note Purchasers

	104	The cover page from this Current report on Form 8-K, formatted in Inline XBRL


Date: March 19, 2020		/s/ JAY W. REMBOLT
		Jay W. Rembolt
		Vice President, Finance
		Treasurer and Chief Financial Officer

Wd 40 Co 8-K, filed Mar 19, 2020

About this 8-K

Items reported

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Date of Report (date of earliest event reported): March 16, 2020

WD-40 COMPANY

ITEM 1.01.			Entry into a Material Definitive Agreement

			On March 16, 2020, WD-40 Company (the “Company”) entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Bank of America, N.A. (“Bank of America”). The Amended and Restated Credit Agreement modifies the Company’s existing Credit Agreement dated June 17, 2011 (as amended on January 7, 2013, May 13, 2015, November 16, 2015, September 1, 2016, November 15, 2017, February 23, 2018 and January 22, 2019, the “Credit Agreement”). Capitalized terms not otherwise defined in this report have the meaning given to such terms in the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement increases the Revolving Commitment from $100.0 million to $150.0 million and increases the sublimit for the Revolving Commitment for borrowing by WD-40 Company Limited, a wholly owned operating subsidiary of the Company for Europe, the Middle East, Africa and India, from $50.0 million to $100.0 million. In addition to other non-material and technical amendments to the Credit Agreement, the Amended and Restated Agreement modifies certain restrictive covenants. An exception to a prohibition on Investments has been added to allow for intercompany loans or advances from any Loan Party to Subsidiaries which are not Loan Parties in an aggregate amount of up to $5.0 million outstanding at any time. In addition, an exception for Investments not otherwise covered by an exception has been increased from $2.5 to $5.0 million. The Amended and Restated Credit Agreement includes a new schedule of Permitted Consolidated Capital Expenditures to permit the Company to make contemplated capital investments in the current and future fiscal years of up to $30.5 million in fiscal year 2020, $19.0 million in fiscal year 2021, and $15.0 million for fiscal years 2022, 2023, 2024 and 2025. The Amended and Restated Credit Agreement increases the carryforward from one fiscal year to the next fiscal year of unused Permitted Consolidated Capital Expenditures from $2.5 million to $5.0 million. The new maturity date for the revolving credit facility per the Amended and Restated Credit Agreement is March 16, 2025. The material terms of the Amended and Restated Credit Agreement discussed above do not purport to be complete and are qualified in their entirety by the Amended and Restated Credit Agreement attached hereto as Exhibit 10(a) and incorporated herein by reference. On March 16, 2020, the Company entered into a second amendment (the “Second Amendment”) to its existing Note Purchase and Private Shelf Agreement dated November 15, 2017 (as amended on February 23, 2018, the “Note Agreement”) by and among the Company, PGIM, Inc. (“Prudential”), and certain affiliates and managed accounts of Prudential (the “Note Purchasers”). The Second Amendment amends the Note Agreement to permit the Company (inclusive of its subsidiaries) to enter into the Amended and Restated Credit Agreement with Bank of America and the Second Amendment includes certain conforming amendments to the Note Agreement consistent with the Amended and Restated Credit Agreement, including a schedule of Permitted Consolidated Capital Expenditures and related carryforward provisions for unused Permitted Consolidated Capital Expenditures from one fiscal year to the next fiscal year. The material terms of the Second Amendment discussed above do not purport to be complete and are qualified in their entirety by the Second Amendment attached hereto as Exhibit 10(b) and incorporated herein by reference. All other material terms included in the Credit Agreement and the Note Agreement remain unchanged as a result of execution of the Amended and Restated Credit Agreement and the Second Amendment to the Note Agreement. Borrowings under the Amended and Restated Credit Agreement will continue to be used for the Company’s stock repurchases and general working capital needs


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	20
1.03	Accounting Terms	20
1.04	Rounding	21
1.05	Times of Day	21
1.06	Letter of Credit Amounts	21
1.07	Exchange Rates; Currency Equivalents	21
1.08	Change of Currency	22

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS		22
2.01	Loans	21
2.02	Borrowings, Conversions and Continuations of Loans	23
2.03	Letters of Credit	25
2.04	[Reserved]	29
2.05	Prepayments	29
2.06	Termination or Reduction of Revolving Commitment	30
2.07	Repayment of Loans	30
2.08	Interest	30
2.09	Fees	31
2.10	Computation of Interest and Fees	31
2.12	Payments Generally	31
2.13	Designated Borrowers	33

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY		33
3.01	Taxes	33
3.02	Illegality	34
3.03	Inability to Determine Rates	35
3.04	Increased Costs	35
3.05	Compensation for Losses	36
3.06	Mitigation Obligations	37
3.07	Survival	37

ARTICLE IV GUARANTY		37
4.01	The Guaranty	37
4.02	Obligations Unconditional	38
4.03	Reinstatement	39
4.04	Certain Additional Waivers	39
4.05	Remedies	39
4.06	Rights of Contribution	39
4.07	Guarantee of Payment; Continuing Guarantee	40
4.08	Waivers of Other Rights and Defenses	40
4.09	Subordination	40
4.09	Keepwell	40

ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		41
5.01	Effectiveness; Conditions Precedent	41
5.02	Conditions to all Credit Extensions	42

ARTICLE VI REPRESENTATIONS AND WARRANTIES		42
6.01	Existence, Qualification and Power	42
6.02	Authorization; No Contravention	43
6.03	Governmental Authorization; Other Consents	43
6.04	Binding Effect	43
6.05	Financial Statements; No Material Adverse Effect	43
6.06	Litigation	44
6.07	No Default	44
6.08	Ownership of Property	44
6.09	Environmental Compliance	44
6.10	Insurance	45
6.11	Taxes	45
6.12	ERISA Compliance	45
6.13	Subsidiaries	46
6.14	Margin Regulations; Investment Company Act	46
6.15	Disclosure	46
6.16	Compliance with Laws	47
6.17	Intellectual Property; Licenses, Etc.	47
6.18	Solvency	47
6.19	Business Locations;	47
6.20	Labor Matters	47
6.21	OFAC; Anti-Corruption Laws	47
6.22	Covered Entities	48
6.23	Beneficial Ownership Certification	48

ARTICLE VII AFFIRMATIVE COVENANTS		48
7.01	Financial Statements	48
7.02	Certificates; Other Information	49
7.03	Notices	50
7.04	Payment of Taxes	50
7.05	Preservation of Existence, Etc.	50
7.06	Maintenance of Properties	50
7.07	Maintenance of Insurance	51
7.08	Compliance with Laws	51
7.09	Books and Records	51
7.10	Inspection Rights	51
7.11	Use of Proceeds	51
7.12	ERISA Compliance	52
7.13	Additional Guarantors	52
7.14	Guarantors under Note Purchase Agreement	52
7.15	Anti-Corruption Laws	52
7.16	Most Favored Provisions	52

ARTICLE VIII NEGATIVE COVENANTS		53
8.01	Liens	53
8.02	Investments	54

8.03	Indebtedness	55
8.04	Fundamental Changes	55
8.05	Dispositions	56
8.06	Restricted Payments	56
8.07	Change in Nature of Business	56
8.08	Transactions with Affiliates and Insiders	57
8.09	Burdensome Agreements	57
8.10	Use of Proceeds	57
8.11	Financial Covenants	57
8.12	Prepayment of Other Indebtedness, Etc.	57
8.13	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	58
8.14	Ownership of Subsidiaries	58
8.15	Capital Expenditures	58
8.16	Synthetic Leases and Securitization Transactions	58
8.17	Sanctions; Anti-Corruption Laws	59

ARTICLE IX EVENTS OF DEFAULT AND REMEDIES		59
9.01	Events of Default	59
9.02	Remedies Upon Event of Default	61
9.03	Application of Funds	61

ARTICLE X [RESERVED]		61

ARTICLE XI MISCELLANEOUS		62
11.01	Amendments, Etc.	62
11.02	Notices; Effectiveness; Electronic Communications	62
11.03	No Waiver; Cumulative Remedies; Enforcement	63
11.04	Expenses; Indemnity; and Damage Waiver	63
11.05	Payments Set Aside	64
11.06	Successors and Assigns	64
11.07	Treatment of Certain Information; Confidentiality	65
11.08	Set-off	65
11.09	Interest Rate Limitation	66
11.10	Counterparts; Integration; Effectiveness	66
11.11	Survival of Representations and Warranties	66
11.12	Severability	66
11.13	Service of Process on the Designated Borrowers	67
11.14	Governing Law	67
11.15	Dispute Resolution; Waiver of Right to Trial by Jury.	67
11.16	Electronic Execution of Assignments and Certain Other Documents	70
11.17	USA PATRIOT Act Notice	70
11.18	Judgment Currency	70
11.19	Acknowledgement Regarding Any Supported QFCs	71
11.20	Amendment and Restatement	71

Fiscal Year	Permitted Consolidated Capital Expenditures
2020	$30,500,000
2021	$19,000,000
2022	$15,000,000
2023	$15,000,000
2024	$15,000,000
2025	$15,000,000



BORROWER:	WD-40 COMPANY,
	a Delaware Corporation

	By:		/s/ JAY W. REMBOLT
	Name:		Jay W. Rembolt
	Title:		Treasurer and Chief Financial Officer

DESIGNATED BORROWER	WD-40 COMPANY LIMITED,
GUARANTOR:	a company incorporated in England and Wales

	By:	/s/ GARRY O. RIDGE
	Name:	Garry O. Ridge
	Title:	Director


GUARANTORS:	WD-40 MANUFACTURING COMPANY,
	a California corporation

	By:		/s/ JAY W. REMBOLT
	Name:		Jay W. Rembolt
	Title:		Treasurer and Chief Financial Officer


	HPD LABORATORIES INC.,
	a Delaware corporation

	By:		/s/ JAY W. REMBOLT
	Name:		Jay W. Rembolt
	Title:		Treasurer and Chief Financial Officer


	HEARTLAND CORPORATION,
	a Kansas corporation

	By:		/s/ JAY W. REMBOLT
	Name:		Jay W. Rembolt
	Title:		Treasurer and Chief Financial Officer


LENDER:	BANK OF AMERICA, N.A.,
	as a Lender,

	By:		/s/ AARON MARKS
	Name:		Aaron Marks
	Title:		Senior Vice President


Subsidiary	Jurisdiction	Shares Outstanding	% owned by Parent
Heartland Corporation	Kansas	100	100
HPD Laboratories, Inc.	Delaware	1	100
WD-40 Company (Australia) Pty. Limited	Australia	10,000	100
WD-40 Company (Canada) Ltd.	Canada	100	100
WD-40 Company Limited	UK	250,000	100*
WD-40 Company (Malaysia) SDN BHD	Malaysia	2	100
WD-40 Co. Mexico S. de R.L. de C.V.	Mexico	**	99.99***
WD-40 Company Services Mexico S. de R.L. de C.V.	Mexico	**	99.99***
WD-40 Holdings Limited	UK	100	100
WD-40 Manufacturing Company	California	1,000	100
Wu Di (Shanghai) Industrial Co., Ltd.	Peoples Republic of China	****	100

*	Shares held by WD-40 Holdings Limited
**	WD-40 Co. Mexico S. de R.L. de C.V. and WD-40 Company Services Mexico S. de R.L. de C.V. are both Mexican corporations having nominative capital interests – no shares are issued with respect to the registered capital investment
***	WD-40 Company owns 99.99% of the capital investment in each corporation; Heartland Corporation holds the remaining 0.01%
****	Wu Di (Shanghai) Industrial Co., Ltd. is a wholly foreign owned enterprise – no shares are issued with respect to the parent company’s registered capital investment



BORROWER		WD-40 COMPANY a Delaware corporation 9715 Businesspark Avenue San Diego, CA 92131
DESIGNATED BORROWER and GUARANTOR		WD-40 COMPANY LIMITED A company incorporated in England and Wales Registered Office: Brick Close, Kiln Farm, Milton Keynes, Buckinghamshire MK11 3LJ United Kingdom Executive Office: The Square 252 Upper Third Street, Bouverie Square Milton Keynes, Buckinghamshire MK9 1NP United Kingdom
GUARANTORS		HPD LABORATORIES, INC. a Delaware corporation 9715 Businesspark Avenue San Diego, CA 92131
		HEARTLAND CORPORATION A Kansas corporation 9715 Businesspark Avenue San Diego, CA 92131 FEIN # 48-0960791 KS corporation # 0826412
		WD-40 MANUFACTURING COMPANY, a California corporation 9715 Businesspark Avenue San Diego, CA 92131



To Borrower or any Guarantor:		WD-40 COMPANY 9715 Businesspark Avenue San Diego, CA 92131 Attn: Jay W. Rembolt, CFO Fax # *** e-mail: ***

With a copy to:		WD-40 COMPANY 9715 Businesspark Avenue San Diego, CA 92131 Attn: General Counsel Fax # *** e-mail: ***

To Lender:		Bank of America, N.A. Doc Retention NC1-001-05-13 One Independence Center 101 North Tryon Street Charlotte, NC 28246-0100

With a copy to:		Bank of America, N.A. 701 B Street, Suite 1600 San Diego, CA 92101 Attn: Aaron Marks, Senior Vice President



ITEM 9.01.			Financial Statements and Exhibits

			(d) Exhibits


1.	all obligations for borrowed money (including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments:	$ ________________
2.	the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments:	$ ________________
3.	all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business):	$ ________________
4.	indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by the Company or a Subsidiary (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by the Company or such Subsidiary or is limited in recourse:	$ ________________
5.	all Attributable Indebtedness:	$ ________________
6.	all Guarantees with respect to Indebtedness of the types specified in Lines I.A.1 through I.A.5 above of another Person:	$ ________________
7.	all Indebtedness of the types referred to in Lines I.A.1 through I.A.6 above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Company or any Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person:	$ ________________
8.	Consolidated Funded Indebtedness (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7):	$ ________________


1.	Consolidated Net Income for Subject Period:	$ ________________

2.	Consolidated Interest Charges for Subject Period:	$ ________________
3.	the provision for federal, state, local and foreign taxes for Subject Period:	$ ________________
4.	depreciation expenses for Subject Period:	$ ________________
5.	amortization expenses for Subject Period:	$ ________________
6.	impairment charges related to goodwill and other intangible assets for Subject Period:	$ ________________
7.	non-cash stock-based compensation expense:	$ ________________
8.	Consolidated EBITDA (Lines I.A.1 + I.A.2 + I.A.3 + I.A.4 + I.A.5 + I.A.6 + I.A.7):	$ _______________1


1.	all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP	$ __________
2.	the portion of rent expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP:	$ __________
3.	Consolidated Interest Coverage Ratio (Lines II.B.1 + II.B.2):	$ __________