Worthington Enterprises, Inc 8-K, filed Feb 1, 2021
Worthington Enterprises, Inc. (WOR)
About this 8-K
Worthington Enterprises, Inc filed this 8-K on February 1, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
(
(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 |
|
|
|
|
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 February 1, 2021, Worthington Industries, Inc. announced that its Pressure Cylinders segment acquired General Tools & Instruments Company LLC (“General Tools”), a provider of feature-rich, specialized tools in various categories including environmental health & safety, precision measurement & layout, home repair & remodel, lawn & garden and specific purpose tools. The purchase price for the acquisition of General Tools, which closed on January 29, 2021, was $115,000,000, subject to closing adjustments, and was funded with existing cash. General Tools employs approximately 60 people and is headquartered in Secaucus, New Jersey, with an additional location in Shanghai, China.
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 |
|
|
|
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: February 1, 2021 |
|
By: |
|
/s/Patrick J. Kennedy |
|
|
|
|
|
Patrick J. Kennedy, Vice President- General Counsel & Secretary |
|
|
|
|
|
|

Worthington Industries Acquires General Tools & Instruments Company
Columbus, OH – February 1, 2021 - Worthington Industries, Inc. (NYSE: WOR) today announced the acquisition of General Tools & Instruments Company LLC (General Tools), a provider of over 1,200 feature-rich, specialized tools with well-established brands and a nearly 100-year history. The acquisition broadens Worthington’s consumer products brands in niche tools and outdoor living. General Tools’ brands include General®, Garden-Weasel®, Pactool International® and Hawkeye™ and are focused in categories including environmental health & safety, precision measurement & layout, home repair & remodel, lawn & garden and specific purpose tools.
“The acquisition of General Tools expands our thriving consumer products portfolio, complementing our existing brands in niche tools and outdoor living with attractive end-markets,” said President and CEO Andy Rose. “General Tools brings a strong history and a proven new product development process with demonstrated speed to market. Their team is outstanding, and this acquisition will deepen our expertise in consumer products and broaden our relationships with blue chip customers allowing us to deliver more products, innovation and value.”
Founded in 1922, General Tools is headquartered in Secaucus, N.J., with an additional location in Shanghai, China and employs approximately 60 people. The tenured management team with expertise in managing a global supply chain will continue to run the business. The purchase price was approximately $115 million, subject to closing adjustments, funded with existing cash. In calendar year 2020, General Tools generated net revenue of $68.2 million and adjusted EBITDA of $15.2 million.
About Worthington Industries
Worthington Industries (NYSE:WOR) is a leading industrial manufacturing company delivering innovative solutions to customers that span many industries including transportation, construction, industrial, agriculture, retail and energy. Worthington is North America’s premier value-added steel processor and producer of laser welded products; and a leading global supplier of pressure cylinders and accessories for applications such as fuel storage, water systems, outdoor living, tools and celebrations. The Company’s brands, primarily sold in retail stores, include Coleman®, Bernzomatic®, Balloon Time®, Mag Torch®, Well-X-Trol®, General®, Garden-Weasel®, Pactool International® and Hawkeye™. Worthington’s WAVE joint venture with Armstrong is the North American leader in innovative ceiling solutions.
Headquartered in Columbus, Ohio, Worthington operates 51 facilities in 15 states and seven countries, sells into over 90 countries and employs approximately 7,500 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 practicing a shared commitment to transformation, Worthington makes better solutions possible for customers, employees, shareholders and communities.
-more-
Safe Harbor Statement
The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation
Worthington Industries
Feb. 1, 2021
Page 2
Reform Act of 1995 (the “Act"). Statements by the Company relating to its ability to increase market participation, expand and integrate capacity, increase efficiencies and reduce lead time, achieve growth in general and in specific markets, and other statements 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. Factors that could cause actual results to differ materially include risks described from time to time in the Company's 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.
XXX