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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)
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(Address of Principal Executive Offices) (Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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).
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Emerging growth company |
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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. |
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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:
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Exhibit No. |
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Description |
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99.1 |
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104 |
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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.
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WORTHINGTON INDUSTRIES, INC. |
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Date: December 1, 2021 |
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By: |
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/s/Patrick J. Kennedy |
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Patrick J. Kennedy, Vice President - General Counsel and Secretary |
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