Oil-Dri Corp. of America 8-K Filing

Ticker: ODC · Form: 8-K · Filed: Apr 16, 2024 · CIK: 74046

Oil-Dri CORP Of America 8-K Filing Summary
FieldDetail
CompanyOil-Dri CORP Of America (ODC)
Form Type8-K
Filed DateApr 16, 2024
Risk Levellow
Pages7
Reading Time8 min
Key Dollar Amounts$0.10, $46 m, $10 million
Sentimentneutral

Sentiment: neutral

Topics: corporate-info, filing

Related Tickers: ODC

TL;DR

ODC filed an 8-K confirming its Chicago HQ and NYSE listing.

AI Summary

On April 16, 2024, Oil-Dri Corporation of America (ODC) filed an 8-K report. The filing confirms the company's principal executive offices are located at 410 North Michigan Avenue, Suite 400, Chicago, Illinois, 60611-4213. The report also lists the trading symbol for its common stock as ODC, traded on the New York Stock Exchange.

Why It Matters

This 8-K filing serves as an official update on the company's corporate information, including its principal executive offices and stock exchange listing, which is important for investors and regulatory compliance.

Risk Assessment

Risk Level: low — This filing is routine administrative information and does not contain any material non-public information that would typically impact stock price or indicate significant risk.

Key Players & Entities

FAQ

What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to report current information about Oil-Dri Corporation of America, including its principal executive offices and the exchange on which its common stock is traded.

When was this 8-K report filed?

This 8-K report was filed on April 16, 2024.

What is the address of Oil-Dri Corporation of America's principal executive offices?

The principal executive offices of Oil-Dri Corporation of America are located at 410 North Michigan Avenue, Suite 400, Chicago, Illinois, 60611-4213.

On which stock exchange is Oil-Dri Corporation of America's common stock traded?

Oil-Dri Corporation of America's common stock is traded on the New York Stock Exchange.

What is the trading symbol for Oil-Dri Corporation of America's common stock?

The trading symbol for Oil-Dri Corporation of America's common stock is ODC.

Filing Stats: 1,989 words · 8 min read · ~7 pages · Grade level 14.2 · Accepted 2024-04-16 16:40:06

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement On April 16, 2024, Oil-Dri Corporation of America, a Delaware corporation (the "Company"), entered into a Stock Purchase Agreement (the "Purchase Agreement") with Ultra Pet, LLC, a Delaware limited liability company ("Seller"), Ultra Pet Company, Inc., a Delaware corporation ("Ultra Pet"), and certain equityholders of Seller set forth on the signature page thereto ("Seller's Equityholders"), pursuant to which the Company has agreed to purchase all of the issued and outstanding shares of capital stock of Ultra Pet (the "Shares") from Seller (the "Transaction"). The Purchase Agreement provides that, upon the terms and subject to the conditions thereof, the Company will acquire the Shares for an aggregate cash consideration of approximately $46 million, subject to certain adjustments set forth in the Purchase Agreement (as adjusted, the "Purchase Price"). The Transaction is not subject to any financing condition or contingency, and the Company expects to fund the Purchase Price with cash on hand, the BMO Advance (as defined below) and through the issuance of up to $10 million in aggregate principal amount of notes pursuant to the shelf facility provisions of the Company's existing Amended and Restated Note Purchase and Private Shelf Agreement, dated as of May 15, 2020, with PGIM, Inc. ("Prudential") and certain existing noteholders affiliated with Prudential named therein, as amended (the "Notes"). A portion of the Purchase Price will be deposited in specified escrow accounts for the purposes of satisfying any post-Closing indemnification claims made pursuant to the Purchase Agreement (the "Indemnity Escrow") and certain post-Closing adjustments pursuant to the Purchase Price. The Purchase Agreement contains customary representations, warranties and covenants of each of the parties. Among other things, from the date of the Purchase Agreement until the earlier of the consummation of t

01

Item 7.01 Regulation FD Disclosure. On April 16, 2024, the Company issued a press release (the "Press Release") announcing the execution of the Purchase Agreement described above. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Current Report on Form 8-K may contain forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on the Company's current expectations, estimates, forecasts and projections about the Company's future performance, business, beliefs and management's assumptions. In addition, the Company, or others on the Company's behalf, may make forward-looking statements in other press releases or written statements, or in the Company's communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. Forward-looking statements can be identified by words such as "expect," "outlook," "forecast," "would," "could," "should," "project," "intend," "plan," "continue," "believe," "seek," "estimate," "anticipate," "may," "assume," "potential," "strive," and similar references to future periods. Such statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially, including, but not limited to, those described in Item 1A, "Risk Factors" of the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2024 and the Company's most recent Annual Report on Form 10-K and from time to time in the Company's other filings with the Securities and Exchange Commission. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, intended, expected, believed, estimated, projected, planned or otherwise expressed in any forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except to the extent required by law, the Company does not have any intention or obliga

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibits 2.1* Stock Purchase Agreement, dated April 16, 2024, by and among the Oil-Dri Corporation of America, Ultra Pet, LLC, Ultra Pet Company, Inc., and certain equityholders of Ultra Pet, LLC set forth on the signature page thereto. 10.1 Seventh Amendment to Credit Agreement, dated April 16, 2024, by and between Oil-Dri Corporation of America and BMO Bank N.A. (formerly known as BMO Harris Bank N.A.). 99.1 Press Release of the Company, dated April 16, 2024. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). * The schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of the omitted schedules and similar attachments on a supplemental basis to the Commission or its staff, if requested.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OIL-DRI CORPORATION OF AMERICA By: /s/ Laura G. Scheland Laura G. Scheland Chief Legal Officer Date: April 16, 2024

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