Worthington Enterprises Files 8-K on Agreements and Obligations

TL;DR

Worthington Enterprises (WOR) filed an 8-K detailing new and terminated agreements, plus financial obligations.

AI Summary

Worthington Enterprises, Inc. filed an 8-K on May 23, 2024, reporting on events that occurred on May 17, 2024. The filing indicates the entry into and termination of material definitive agreements, as well as the creation of direct financial obligations. Specific details regarding these agreements and obligations are not fully elaborated in the provided text.

Why It Matters

This filing signals significant changes in Worthington Enterprises' contractual and financial commitments, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry risk and require further investigation into their specifics.

Key Players & Entities

• WORTHINGTON ENTERPRISES, INC. (company) — Registrant
• May 17, 2024 (date) — Date of earliest event reported
• May 23, 2024 (date) — Date of report
• Ohio (location) — State of Incorporation

FAQ

Filing Documents

• wor-20240517.htm (8-K) — 61KB
• wor-ex4_1.htm (EX-4.1) — 1279KB
• 0000950170-24-063929.txt ( ) — 1612KB
• wor-20240517.xsd (EX-101.SCH) — 23KB
• wor-20240517_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 17, 2024, Worthington Enterprises, Inc. (the " Company ") entered into a Note Purchase and Exchange Agreement (the " Note Agreement ") with PGIM, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, and Prudential Legacy Insurance Company of New Jersey (collectively, " Prudential "). Pursuant to the terms of the Note Agreement, the Company issued a 36,700,000 principal amount unsecured 2.06% Series A Senior Note due August 23, 2031 (the " Series A Note ") and 55,000,000 aggregate principal amount of unsecured 2.40% Series B Senior Notes due August 23, 2034 (the " Series B Notes ", and together with the Series A Note, collectively, the " Senior Notes "). Subject to the terms and conditions of the Note Agreement, the Company sold to Prudential, and Prudential agreed to purchase from the Company, the Senior Notes in consideration for the exchange by Prudential to the Company (the " Note Exchange ") of (i) a 36,700,000 principal amount unsecured Series A Senior Note due August 23, 2031 (the " Existing Series A Note ") issued and sold by Worthington Industries International S. r.l. (" Worthington Luxembourg ") and (ii) 55,000,000 aggregate principal amount of unsecured Series B Senior Notes due August 23, 2034 (the " Existing Series B Notes ", and together with the Existing Series A Note, collectively, the " Existing Notes ") issued and sold by Worthington Cylinders GmbH (" Worthington Austria " and, together with Worthington Luxembourg, collectively, the " Existing Issuers "), in each case, to Prudential pursuant to the terms of that certain Note Purchase and Private Shelf Agreement, dated as of August 23, 2019 (as amended, the " Existing Note Agreement "). The Senior Notes were issued in a private placement to Prudential. Interest on the Senior Notes accrues at the rates set forth above and is payable quarterly. The Series A Note is to be repaid in the principal amount of 30,00

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The Company guaranteed the obligations of the Existing Issuers with respect to the Existing Notes and under the Existing Note Agreement pursuant to a Guaranty Agreement, dated as of August 23, 2019 (the " Existing Guaranty "). Pursuant to the Note Agreement, the Senior Notes are senior primary obligations of the Company and rank equal in right of payment with the existing unsecured and unsubordinated Indebtedness of the Company. After giving effect to the Note Exchange, the Existing Notes, the Existing Note Agreement and the Existing Guaranty shall each terminate in accordance with their respective terms and each shall no longer be in full force and effect. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K regarding the Note Agreement and the Senior Notes is hereby incorporated into this Item 2.03 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Note Purchase and Exchange Agreement, dated as of May 17, 2024, among Worthington Enterprises, Inc., on the one hand, and PGIM, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, and Prudential Legacy Insurance Company of New Jersey, on the other hand. 4.2 Form of 2.06% Series A Senior Note Due August 23, 2031, issued on May 17, 2024, by Worthington Enterprises, Inc. (included as Exhibit A-1 within Exhibit 4.1). 4.3 Form of 2.40% Series B Senior Notes Due August 23, 2034, issued on May 17, 2024, by Worthington Enterprises, Inc. (included as Exhibit A-2 within Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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. WORTHINGTON ENTERPRISES, INC. Date: May 23, 2024 By: /s/Patrick J. Kennedy Patrick J. Kennedy, Vice President - General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR