UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2023
NORDSON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Ohio | 000-07977 | 34-0590250 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| | |
28601 Clemens Road Westlake, Ohio 44145 (Address of Principal Executive Offices, including Zip Code) |
Registrant’s Telephone Number, including Area Code: 440-892-1580
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 (see General Instruction A.2. below):
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| ☐ | 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:
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| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange
On Which Registered |
| Common Shares, without par value | | NDSN | | Nasdaq Stock Market LLC |
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 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.
As previously disclosed, on January 23, 2023, Nordson Corporation (the “Company”) and its subsidiary, Nordson Engineering GmbH (“Nordson GmbH”), entered into a Term Loan Agreement (the “Term Loan Agreement”) with PNC Bank, National Association, as Administrative Agent and Lender, and PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner, providing for delayed draw term loan facility in the aggregate principal amount of $200.0 million (the “Term Loan Facility”).
On March 24, 2023, the Company borrowed €180.0 million aggregate principal amount available under the Term Loan Facility. The Company will use the proceeds from its borrowings under the Term Loan Facility, along with cash on hand, to repay in full two term loans in the aggregate principal amount of €265.0 million.
A copy of the Term Loan Agreement is filed as Exhibit 4.1 hereto. The foregoing description of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Agreement, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | |
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| | Term Loan Agreement, dated as of January 18, 2023, by and among Nordson Corporation and Nordson Engineering GmbH, as Borrowers, and the Lenders party thereto and PNC Bank, as Administrative Agent, and PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner (incorporated by reference herein to Exhibit 4.1 to Nordson Corporation’s Current Report on Form 8-K filed on January 23, 2023) (SEC File No. 000-07977) |
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| 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.
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| | NORDSON CORPORATION |
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| Date: | March 27, 2023 | By: | /s/ Joseph P. Kelley |
| | | Joseph P. Kelley |
| | | Executive Vice President Chief Financial Officer |
