Nordson Corp Enters Material Definitive Agreement

TL;DR

Nordson just signed a big deal that affects their money. Details to come.

AI Summary

On September 9, 2024, Nordson Corporation entered into a material definitive agreement related to a financial obligation. The filing indicates this event triggers acceleration or an increase in a direct financial obligation or an off-balance sheet arrangement. Specific details regarding the agreement, parties involved, and the exact financial impact are not fully disclosed in this initial 8-K filing.

Why It Matters

This filing signals a significant financial commitment or change for Nordson Corporation, potentially impacting its debt structure and future financial obligations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and potential acceleration of financial obligations, which could carry financial risks if not managed properly.

Key Players & Entities

• NORDSON CORP (company) — Registrant
• Ohio (location) — State of incorporation
• 28601 Clemens Rd (location) — Principal executive offices address
• Westlake (location) — City of principal executive offices
• 44145 (location) — Zip code of principal executive offices

FAQ

Key Financial Figures

• $600,000,000 — ten public offering (the "Offering") of $600,000,000 aggregate principal amount of its 4.500
• $500 million — g (i) to repay its borrowings under its $500 million Term Loan Facility (as defined below),

Filing Documents

• d851082d8k.htm (8-K) — 36KB
• d851082dex11.htm (EX-1.1) — 165KB
• d851082dex42.htm (EX-4.2) — 141KB
• d851082dex51.htm (EX-5.1) — 9KB
• g851082g0909160328854.jpg (GRAPHIC) — 5KB
• 0001193125-24-215920.txt ( ) — 558KB
• ndsn-20240909.xsd (EX-101.SCH) — 2KB
• ndsn-20240909_lab.xml (EX-101.LAB) — 17KB
• ndsn-20240909_pre.xml (EX-101.PRE) — 11KB
• d851082d8k_htm.xml (XML) — 3KB

Use of Proceeds

Use of Proceeds The Company intends to use the net proceeds from the Offering (i) to repay its borrowings under its $500 million Term Loan Facility (as defined below), (ii) to pay transaction related fees and expenses related to the Offering and (iii) for general corporate purposes. The foregoing description of the Base Indenture, the Second Supplemental Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed herewith as Exhibits 4.1, 4.2 and 4.3 and are incorporated herein by reference. Item2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. As previously disclosed, on June 21, 2024, the Company entered into a 364-Day Term Loan Agreement with Morgan Stanley Senior Funding, Inc., as administrative agent, sole lead arranger and sole bookrunner, and various financial institutions named therein as lenders (the "Term Loan Facility"), with a maturity date of August 20, 2025. The terms of the Term Loan Facility, among other things, require mandatory prepayments of the loans under the Term Loan Facility with the net cash proceeds from any debt and equity issuances and asset sales of the Company within three business days following actual receipt of such net cash proceeds. On September 9, 2024, the Company completed the Offering, pursuant to which the loans under the Term Loan Facility became payable. As discussed in Item 2.03 hereof, the Company intends to use the net proceeds of the Offering to repay all of the outstanding $500 million principal amount of borrowings under the Term Loan Facility, plus accrued and unpaid interest. After the repayment, there will be no outstanding loans under the Term Loan Facility.

Forward-Looking Statements

Forward-Looking Statements Certain statements contained in this Current Report, including statements regarding the intended use of proceeds of the Offering and repayment of the Term Loan Facility, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by terminology such as "may," "will," "should," "could," "expects," "anticipates," "believes", "projects," "forecasts," "outlook," "guidance," "continue," "target," or the negative of such terms or comparable terminology. These statements reflect management's current expectations and involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the Company's ability to deploy the proceeds of the Notes as currently planned and those risk factors discussed in the Company's Annual Report on Form 10-K for the year ended October 31, 2023 and in its other filings with the SEC, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement in this Current Report. Item9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following documents are filed as exhibits to this Current Report on Form 8-K: Exhibit No. Description 1.1 Underwriting Agreement, dated September 4, 2024, between the Company and Morgan Stanley & Co. LLC, BNP Paribas Securities Corp. and Wells Fargo Securities, LLC., as representatives of the several underwriters. 4.1 Indenture, dated September 13, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, dated September 13, 2023, and incorporated by reference herein. 4.2 Second Supplemental Indenture, dated September 9, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, to the Indenture dated September 13, 2023. 4.3 Form of Global Note to represent the 4.500% Notes due 2029 of the Company (included in Exhibit 4.2). 5.1 Opinion of Taft Stettinius & Hollister LLP regarding the validity of the Notes. 23.1 Consent of Taft Stettinius & Hollister LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

SIGNATURES

SIGNATURES 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. Dated: September 9, 2024 NORDSON CORPORATION By: /s/ Daniel Hopgood Name: Daniel Hopgood Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR