8-K
WORTHINGTON ENTERPRISES, INC. (WOR)
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): December 1, 2021
WORTHINGTON INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Ohio | 1-8399 | 31-1189815 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
200 Old Wilson Bridge Road, Columbus, Ohio 43085
(Address of Principal Executive Offices) (Zip Code)
(614) 438-3210 (Registrant's 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, without par value | WOR | NYSE |
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. | ☐ |
Item 8.01. Other Events.
On December 1, 2021, Worthington Industries, Inc. (the “Registrant”) announced that its Steel Processing business segment completed its acquisition of Tempel Steel Company (“Tempel”), a leading manufacturer of precision motor and transformer laminations for the electrical steel market. The acquisition was made pursuant to the terms of the previously-disclosed Equity Interest Purchase Agreement, dated as of October 29, 2021, among Worthington Steel of Michigan, Inc,, a wholly-owned subsidiary of the Registrant, Tempel Holdings Inc. and Tempel. The purchase price for the acquisition of all of the issued and outstanding capital stock of Tempel, which closed on December 1, 2021, was approximately $255.0 million, subject to closing adjustments, and was sourced primarily from the Registrant’s existing cash, together with borrowings under the Registrant’s existing revolving credit facility.
Tempel, which will operate within the Registrant’s Steel Processing business segment, employs approximately 1,500 people and is headquartered in Chicago, Illinois, with additional locations in Burlington, Canada, Changzhou, China, Chennai, India and Monterrey, Mexico.
A copy of the news release issued by the Registrant reporting the completion of the acquisition of Tempel is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) through (c): Not applicable.
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8‑K:
| Exhibit No. | Description |
|---|---|
| 99.1 | News Release issued by Worthington Industries, Inc. on December 1, 2021 reporting Worthington Industries Acquires Tempel Steel Company |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| WORTHINGTON INDUSTRIES, INC. | ||
|---|---|---|
| Date: December 1, 2021 | By: | /s/Patrick J. Kennedy |
| Patrick J. Kennedy, Vice President -<br><br><br>General Counsel and Secretary |
wor-ex991_46.htm
Worthington Industries Acquires Tempel Steel Company
COLUMBUS, Ohio, December 01, 2021 -- Worthington Industries, Inc. [NYSE: WOR] today announced that its Steel Processing segment has completed its acquisition of Tempel Steel Company, a leading global manufacturer of precision motor and transformer laminations for the electrical steel market that includes transformers, machine motors and electric vehicle (EV) motors. The purchase price was approximately $255 million and adds five manufacturing facilities located in Chicago, Canada, China, India and Mexico.
“The addition of Tempel makes us a world leader in the rapidly growing electrical steel market that includes transformers, machine motors and electric vehicle motors,” said President and CEO Andy Rose. “Tempel expands our sustainable mobility offerings beyond lightweighting and hydrogen to more widely serve the global market for hybrids, EVs and the electricity infrastructure needed to support them. Tempel has a rich history and dedicated workforce and we’re excited to officially welcome them to Worthington.”
The transaction, funded primarily with existing cash, includes Tempel’s headquarters and manufacturing operations in Chicago with additional manufacturing facilities in Burlington, Canada, Changzhou, China, Chennai, India and Monterrey, Mexico and adds 1,500 employees.
About Worthington Industries
Worthington Industries (NYSE:WOR) is a leading industrial manufacturing company pursuing its vision to be the transformative partner to its customers, a positive force for its communities and earn exceptional returns for its shareholders. For over six decades, the Company has been delivering innovative solutions to customers spanning industries such as automotive, energy, retail and construction. Worthington is North America’s premier value-added steel processor and producer of laser welded solutions and electrical steel laminations that provide lightweighting, safety critical and emission reducing components to the mobility market. Through on-board fueling systems and gas containment solutions, Worthington serves the growing global hydrogen ecosystem. The Company’s focus on innovation and manufacturing expertise extends to market-leading consumer products in tools, outdoor living and celebrations categories, sold under brand names, Coleman®, Bernzomatic®, Balloon Time®, Mag Torch®, Well-X-Trol®, General®, Garden-Weasel®, Pactool International® and Hawkeye™; as well as market leading building products, including water systems, heating & cooling solutions, architectural and acoustical grid ceilings and metal framing and accessories.
Headquartered in Columbus, Ohio, Worthington operates 58 facilities in 16 states and nine countries, sells into over 90 countries and employs approximately 9,500 people. Founded in 1955, the Company follows a people-first philosophy with earning money for its shareholders as its first corporate goal. Relentlessly finding new ways to drive progress and transform, Worthington is committed to providing
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Worthington Industries
Dec. 01, 2021
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better solutions for customers and bettering the communities where it operates by reducing waste, supporting community-based non-profits and developing the next generations of makers.
Safe Harbor Statement Worthington Industries wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act"). Statements by Worthington Industries which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected, including the overall success of, and the ability to integrate, newly-acquired businesses, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom. Factors that could cause actual results to differ materially include risks, uncertainties and impacts described from time to time in Worthington Industries’ filings with the Securities and Exchange Commission, including those related to COVID-19 and the various actions taken in connection therewith, which could also heighten other risks.
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