8-KOther EventsExhibits & Filings

W.W. GRAINGER, INC. 8-K Report, Corporate Update (Feb 26, 2020)

Filed February 26, 2020For Securities:GWW

Summary

W.W. Grainger, Inc. (GWW) announced on February 26, 2020, the successful completion of a public offering of $500 million in 1.85% Senior Notes due 2025. This issuance, documented through a fourth supplemental indenture, represents a strategic move to bolster the company's financial flexibility. Investors should note that the net proceeds, estimated at approximately $494.7 million after expenses, are earmarked for repaying subsidiary indebtedness and general corporate purposes. Notably, a portion of these funds is allocated for share repurchases under the company's existing program. The notes are senior unsecured obligations with specific redemption terms, including a "make-whole" provision prior to January 2025 and a fixed redemption price thereafter, along with provisions for changes of control.

Key Highlights

  • 1Issued $500 million of 1.85% Senior Notes due 2025.
  • 2Net proceeds of approximately $494.7 million raised.
  • 3Proceeds to be used for repaying subsidiary debt and general corporate purposes.
  • 4Funds allocated for share repurchases under the company's stock repurchase program.
  • 5Notes are senior unsecured obligations maturing on February 15, 2025.
  • 6Redemption options include a "make-whole" price before January 2025 and 100% of principal thereafter.
  • 7A change of control provision requires an offer to purchase notes at 101% of principal.

Frequently Asked Questions

The primary purpose is to repay certain indebtedness of W.W. Grainger's subsidiaries and for general corporate purposes, which include the repurchase of the company's common stock under its share repurchase program.

The notes bear a 1.85% interest rate, mature on February 15, 2025, and are senior unsecured obligations of the company. Interest is paid semi-annually. The company has redemption options, including a 'make-whole' price before January 15, 2025, and 100% of principal on or after that date.

After deducting underwriting discounts and estimated expenses, the net proceeds are approximately $494.7 million. These funds are intended for debt repayment and general corporate activities, including share repurchases.

In the event of specific types of changes of control, W.W. Grainger is obligated to make an offer to purchase the notes from holders at 101% of their principal amount, plus accrued and unpaid interest.