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 ACT OF 1934
Date of Report (Date of earliest event reported): April 12, 2007
THE VALSPAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-3011 36-2443580
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1101 THIRD STREET SOUTH, MINNEAPOLIS, MINNESOTA 55415
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 332-7371
NOT APPLICABLE
(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 (see General Instruction A.2. below):
[_] 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 12, 2007, The Valspar Corporation, a Delaware corporation (the
"Company") entered into an Underwriting Agreement with several underwriters
represented by Barclays Capital Inc. and Wachovia Capital Markets, LLC for the
sale by the Company of $200,000,000 aggregate principal amount of the Company's
5.625% Notes due 2012 (the "Notes due 2012") and $150,000,000 aggregate
principal amount of the Company's 6.050% Notes due 2017 (the "Notes due 2017").
The sale of the Notes due 2012 and the Notes due 2017 (together, the "Notes")
was made pursuant to a prospectus dated April 12, 2007 included in the Company's
shelf registration statement on Form S-3 (File No. 333-142058), filed with the
SEC on April 12, 2007, together with a prospectus supplement dated April 12,
2007 and filed with the SEC on April 12, 2007 (the "Prospectus Supplement").
The Notes were issued under an indenture (the "Base Indenture"), dated
as of April 24, 2002, between the Company and The Bank of New York Trust
Company, N.A. (as successor to Bank One Trust Company, N.A.), as trustee, as
supplemented by a Second Supplemental Indenture, dated as of April 17, 2007,
between the Company and the Trustee (the "Supplemental Indenture"). The
description of the terms of the Base Indenture, as supplemented by the
Supplemental Indenture (as supplemented, the "Indenture"), are incorporated by
reference to Item 2.03.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On April 17, 2007, the Company issued $200,000,000 aggregate principal
amount of Notes due 2012 and $150,000,000 aggregate principal amount of Notes
due 2017, pursuant to the Indenture. The Company intends to use the net proceeds
of the Notes and available cash to repay all $350,000,000 of the Company's
outstanding 6% Senior Notes due 2007.
The Notes due 2012 will mature on May 1, 2012 and the Notes due 2017
will mature on May 1, 2017. Interest on the Notes will accrue from April 17,
2007 and will be payable on May 1 and November 1 of each year, beginning
November 1, 2007. The Notes are unsecured and unsubordinated obligations and
rank equally with all of the other unsecured and unsubordinated debt of the
Company outstanding from time to time.
The Company may redeem the Notes prior to maturity at its option, at
any time in whole or from time to time in part, at a redemption price equal to
the greater of: (i) 100% of the principal amount of the Notes being redeemed;
and (ii) the "make-whole amount" as defined in the Supplemental Indenture, plus,
in each case, accrued interest to, but not including, the redemption date. If
the Company experiences a "change of control repurchase event" (which is defined
in the Supplemental Indenture and involves a change in control and related
rating of the Notes below investment grade), the Company may be required to
offer to purchase the Notes at a purchase price equal to 101% of the principal
amount, plus accrued and unpaid interest.
The Indenture contains certain covenants. These covenants restrict the
Company's ability to incur debt secured by liens or engage in certain
sale-leaseback transactions. These covenants
are, however, subject to significant exceptions. The Company is also subject to
a covenant concerning consolidations, mergers and transfers of substantially all
of the Company's property and assets.
Terms of the Indenture and the Notes are more fully described in the
section of the Prospectus Supplement entitled "Description of the Notes". The
description above is a summary and is qualified in its entirety by the Base
Indenture and Supplemental Indenture, filed in incorporated herewith as Exhibits
4.1 and 4.2 respectively and incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
1.1 Underwriting Agreement, dated April 12, 2007, among the
Company and several underwriters represented by Barclays
Capital Inc. and Wachovia Capital Markets, LLC
4.1 Indenture dated as of April 24, 2002, between the Company and
The Bank of New York Trust Company, N.A. (as successor to Bank
One Trust Company, N.A.), as trustee (as successor to Bank One
Trust Company, N.A.), as trustee (incorporated by reference to
Exhibit 4(b) to the registrant's Form 10-K for the year ended
October 25, 2002)
4.2 Second Supplemental Indenture, dated as of April 17, 2007, to
Indenture dated as of April 24, 2002, between the Company and
The Bank of New York Trust Company, N.A.
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 thereunto duly authorized.
THE VALSPAR CORPORATION
Dated: April 18, 2007 /s/ Rolf Engh
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Name: Rolf Engh
Title: Secretary