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):              April 10, 2014
 

 

WORTHINGTON INDUSTRIES, INC.    

(Exact Name of Registrant as Specified in its Charter)
 
 
 
Ohio 1-8399 31-1189815
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
 
 
200 Old Wilson Bridge Road, Columbus, Ohio 43085
(Address of principal executive offices) (Zip Code)
 
 
 
 
Registrant’s telephone number, including area code:                (614) 438-3210
 
 

 
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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
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 15, 2014, Worthington Industries, Inc. (the “Company”) completed the public offering (the “2014 Notes Offering”) of $250 million aggregate principal amount of its 4.55% Notes due 2026 (the “Notes”).  The Notes were offered pursuant to the prospectus supplement dated April 10, 2014, to the prospectus dated April 7, 2014 (together, the “Prospectus”), which forms part of the Company’s effective Registration Statement on Form S-3 (Registration No. 333-195101) filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2014, pursuant to which the Notes were registered under the Securities Act of 1933, as amended.

The sale of the Notes was made pursuant to the terms of an Underwriting Agreement, dated April 10, 2014 (the “Underwriting Agreement”), between the Company and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A to the Underwriting Agreement (individually, an “Underwriter” and collectively, the “Underwriters”).  The Underwriting Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
 
The terms of the Notes are governed by an Indenture dated as of April 13, 2010 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Second Supplemental Indenture dated as of April 15, 2014 (the “Second Supplemental Indenture” and collectively with the Base Indenture, the “Indenture”) between the Company and the Trustee.
 
The Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s other existing and future unsecured and unsubordinated indebtedness and senior in right of payment to all of the Company’s future subordinated indebtedness.  In addition, the Notes will be structurally subordinated in right of payment to all of the obligations of the Company’s subsidiaries and effectively subordinated to all of Company’s secured obligations, to the extent of the assets securing such obligations.
 
Interest on the Notes will accrue at a rate of 4.55% per annum and is payable semi-annually, in arrears, on April 15 and October 15 of each year, commencing October 15, 2014.  The Notes will mature on April 15, 2026, unless earlier redeemed.  The Company may redeem the Notes prior to maturity, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined in the Second Supplemental Indenture) on the Notes to be redeemed discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Second Supplemental Indenture) plus 30 basis points; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the date of redemption.
 
If a change of control triggering event with respect to the Notes (as described in the Second Supplemental Indenture) occurs and the Company has not previously exercised its right to redeem all of the outstanding Notes, each holder of Notes will have the right to require the Company to purchase all or a portion of such holder’s Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of purchase.
 
 
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The Indenture contains covenants that, with certain exceptions, limit the Company’s ability to incur certain liens, enter into sale/leaseback transactions and merge, consolidate or sell all or substantially all of its assets.
 
The following will constitute “Events of Default” with respect to the Notes, subject to any additional limitations and qualifications included in the Indenture:
 
 
default in the payment of any installment of interest on the Notes as and when the same become due and payable and continuance of such default for a period of 30 days;
 
 
default in the payment of principal or premium with respect to any Notes as and when the same become due and payable, whether at maturity, upon redemption, by declaration, upon required repurchase or otherwise;
 
 
default in the payment of any sinking fund payment with respect to any Notes as and when the same become due and payable;
 
 
failure on the part of the Company to comply with the provisions of the Indenture relating to consolidations, mergers and sales of assets;
 
 
failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the Notes, in any resolution of the Board of Directors of the Company authorizing the issuance of the Notes, in the Base Indenture or in the Second Supplemental Indenture or any other supplemental indenture with respect to the Notes (other than a covenant a default in the performance of which is otherwise specifically dealt with) continuing for a period of 60 days after the date on which written notice specifying such failure and requiring the Company to remedy the same has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes at the time outstanding;
 
 
indebtedness of the Company or any “Restricted Subsidiary” of the Company (as defined in the Base Indenture) is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default, the total amount of such indebtedness unpaid or accelerated exceeds $25 million or the United States dollar equivalent thereof at the time and such default remains uncured or such acceleration is not rescinded for 10 days after the date on which written notice specifying such failure and requiring the Company to remedy the same has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes at the time outstanding;
 
 
the Company or any of its Restricted Subsidiaries (1) voluntarily commences any proceeding or files any petition seeking relief under the United States Bankruptcy Code or other federal or state bankruptcy, insolvency or similar law, (2) consents to the institution of, or fails to controvert within the time and in the manner prescribed by law, any such proceeding or the filing of any such petition, (3) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any such Restricted Subsidiary or for a substantial part of its property, (4) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (5) makes a general assignment for the benefit of creditors, (6) admits in writing its inability to pay, or fails generally to pay, its debts as they become due, (7) takes corporate action for the purpose of effecting any of the foregoing or (8) takes any comparable action under any foreign laws relating to insolvency;
 
 
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the entry of an order or decree by a court having competent jurisdiction for (1) relief with respect to the Company or any of its Restricted Subsidiaries or a substantial part of any of their property under the United States Bankruptcy Code or any other federal or state bankruptcy, insolvency or similar law, (2) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any such Restricted Subsidiary or for a substantial part of any of their property (except any decree or order appointing such official of such Restricted Subsidiary pursuant to a plan under which the assets and operations of such Restricted Subsidiary are transferred to or combined with another Restricted Subsidiary or Subsidiaries of the Company or to the Company) or (3) the winding-up or liquidation of the Company or any such Restricted Subsidiary (except any decree or order approving or ordering the winding-up or liquidation of the affairs of a Restricted Subsidiary pursuant to a plan under which the assets and operations of such Restricted Subsidiary are transferred to or combined with one or more other Restricted Subsidiaries or the Company), and such order or decree continues unstayed and in effect for 60 consecutive days, or any similar relief is granted under any foreign laws and the order or decree stays in effect for 60 consecutive days;
 
 
any judgment or decree for the payment of money in excess of $25 million or the United States dollar equivalent thereof at the time is entered against the Company or any Restricted Subsidiary of the Company by a court or courts of competent jurisdiction, which judgment is not covered by insurance, and is not discharged and either (1) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (2) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged or waived or the execution thereof stayed and, in either case, such default continues for 10 days after the date on which written notice specifying such failure and requiring the Company to remedy the same has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes at the time outstanding; and
 
 
any other Event of Default provided with respect to the Notes.
 
These Events of Default are substantially similar to the “Events of Default” defined in the Base Indenture, provided that the monetary thresholds set forth in the Events of Default described in the sixth and ninth bullet points above were increased from $20 million in the Base Indenture to $25 million in the Second Supplemental Indenture to reflect the current terms of the Company’s revolving credit facility.
 
If an Event of Default described in the first, second, third, fourth, fifth, sixth, ninth or tenth bullet points above occurs and is continuing with respect to the Notes, unless the principal and interest with respect to all the Notes has already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the principal of and interest on all the Notes due and payable immediately. If an Event of Default described in the seventh or eighth bullet points above occurs, unless the principal and interest with respect to all the Notes has become due and payable, the principal of and interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of Notes.
 
 
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The terms of the Notes are further described in the Prospectus.
 
Certain of the Underwriters and their affiliates have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions.  Affiliates of J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and the other Underwriters are lenders under the Company’s revolving credit facility, and an affiliate of Wells Fargo Securities, LLC acts as a co-documentation agent under the Company’s revolving credit facility.  The Trustee also acts as a co-documentation agent and is a lender under the Company’s revolving credit facility.  In addition, J.P. Morgan Securities LLC and one of the other Underwriters served as joint bookrunners and joint lead arrangers for purposes of the Company’s revolving credit facility.
 
The Company intends to use the net proceeds from the 2014 Notes Offering to repay the Company’s borrowings under its revolving credit facility and to repay amounts outstanding under the Company’s revolving trade accounts receivable securitization facility and, therefore, affiliates of the Underwriters that are lenders under the Company’s revolving credit facility will receive a portion of the net proceeds from the 2014 Notes Offering.  The Company intends to add the remaining portion of the net proceeds from the sale of the Notes to the Company’s working capital to be used for general corporate purposes, which may include the repayment of other indebtedness.
 
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Base Indenture and the Second Supplemental Indenture (which includes the form of the Notes), copies of which are filed or incorporated by reference as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
 
Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The disclosure required by this Item 2.03 is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
 
I tem 8.01.    Other Events
 
On April 10, 2014, the Company issued a news release announcing its intention to offer the Notes and the commencement of the 2014 Notes Offering.  A copy of this news release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
 
 
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Also, on April 10, 2014, the Company issued a news release announcing the pricing of the 2014 Notes Offering.  A copy of this news release is filed as Exhibit 99.2 to this Current Report on Form 8-K.
 
I tem 9.01.    Financial Statements and Exhibits
 
(a)  through (c):  Not applicable.
 
(d)   Exhibits .
 
Attached hereto, or incorporated herein by reference, are agreements and other information related to the 2014 Notes Offering pursuant to the Registration Statement on Form S-3 (Registration No. 333-195101), filed with the SEC.  The exhibits are expressly incorporated herein by reference.
 
Exhibit No.
 
Description
Underwriting Agreement, dated April 10, 2014, between Worthington Industries, Inc. and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representative of the several underwriters named in Schedule A thereto, relating to the offer and sale of the Notes (filed herewith)
   
4.1
Indenture, dated as of April 13, 2010, between Worthington Industries, Inc. and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of Worthington Industries, Inc. dated April 13, 2010 and filed with the SEC on the same date (SEC File No. 1-8399))
   
Second Supplemental Indenture, dated as of April 15, 2014, between Worthington Industries, Inc. and U.S. Bank National Association, as Trustee (filed herewith)
   
4.3
Form of 4.55% Notes due 2026 (included in Exhibit 4.2)
   
Opinion of Vorys, Sater, Seymour and Pease LLP (filed herewith)
   
Computation of Ratio of Earnings to Fixed Charges (filed herewith)
   
News Release issued by Worthington Industries, Inc. on April 10, 2014 announcing the commencement of the 2014 Notes Offering (filed herewith)
   
News Release issues by Worthington Industries, Inc. on  April 10, 2014 announcing the pricing of the 2014 Notes Offering (filed herewith)
 
 
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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.
 
  WORTHINGTON INDUSTRIES, INC.
     
Date: April 15, 2014 By: /s/Dale T. Brinkman
    Dale T. Brinkman, Vice President-Administration,
    General Counsel and Secretary
 
 

 
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Exhibit 1.1
 
Execution Version
$250,000,000
 
WORTHINGTON INDUSTRIES, INC.
 
4.550% Notes due 2026
 
UNDERWRITING AGREEMENT
 
 
April 10, 2014
 
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC,
As Representatives of the Several Underwriters,
c/o J.P. Morgan Securities LLC,
      383 Madison Avenue
      New York, New York 10179

Ladies and Gentlemen:
 
1.       Introductory .  Worthington Industries, Inc., an Ohio corporation (“ Company ”), agrees with the several Underwriters named in Schedule A hereto (“ Underwriters ”) to issue and sell to the several Underwriters $250,000,000 principal amount of its 4.550% Notes due 2026 (“ Offered Securities ”) to be issued under the indenture, dated as of April 13, 2010 (the “ Base Indenture ”), as to be supplemented and amended by the second supplemental indenture (the “ Second Supplemental Indenture ”; the Base Indenture, as so supplemented and amended, the “ Indenture ”), between the Company and U.S. Bank National Association, as Trustee.  J.P. Morgan Securities LLC and Wells Fargo Securities, LLC have agreed to act as the representatives of the several Underwriters (in such capacity, the “ Representatives ”) in connection with the offering and sale of the Offered Securities.
 
2.       Representations and Warranties of the Company .  The Company represents and warrants to, and agrees with, the several Underwriters that:
 
(a)       Filing and Effectiveness of Registration Statement; Certain Defined Terms .  The Company has filed with the Commission a registration statement on Form S-3 (No. 333-195101) including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has become effective.  “ Registration Statement ” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified.  “ Registration Statement ” without reference to a time means the Registration Statement as of the Effective Time.  For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.
 
For purposes of this Agreement:
 
430B Information ” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f).
 
430C Information ” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.
 
Act ” means the Securities Act of 1933, as amended.
 
Applicable Time ” means 2:32 p.m. (Eastern Daylight Saving Time) on the date of this Agreement.
 
 
 

 
 
Closing Date ” has the meaning defined in Section 3 hereof.
 
Commission ” means the Securities and Exchange Commission.
 
Effective Time ” of the Registration Statement relating to the Offered Securities means the time of the first contract of sale for the Offered Securities.
 
Exchange Act ” means the Securities Exchange Act of 1934.
 
Final Prospectus ” means the Statutory Prospectus that discloses the public offering price, other 430B Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.
 
General Use Issuer Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement
 
Issuer Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securities   in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
 
Limited Use Issuer Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.
 
Rules and Regulations ” means the rules and regulations of the Commission.
 
Securities Laws ” means, collectively, the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”), the Act, the Exchange Act, the Trust Indenture Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and the rules of the New York Stock Exchange (“ Exchange Rules ”).
 
Statutory Prospectus ” with reference to any particular time means the prospectus relating to the Offered Securities that is included in the Registration Statement immediately prior to that time, including all 430B Information and all 430C Information with respect to the Registration Statement.  For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.
 
Trust Indenture Act ” means the Trust Indenture Act of 1939.
 
Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.
 
(b)       Compliance with Securities Act Requirements .  (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Subsection 8(b) hereof.
 
 
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(c) Automatic Shelf Registration Statement .
 
  (i) Well-Known Seasoned Issuer Status .  (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405.
 
(ii) Effectiveness of Automatic Shelf Registration Statement .  The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement.  If immediately prior to the Renewal Deadline (as hereinafter defined), any of the Offered Securities remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Offered Securities, in a form satisfactory to the Representatives.  If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Offered Securities, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline.  The Company will take all other action necessary or appropriate to permit the public offering and sale of the Offered Securities to continue as contemplated in the expired registration statement relating to the Offered Securities.  References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.  “ Renewal Deadline ” means the third anniversary of the initial effective time of the Registration Statement.
 
(iii)   Eligibility to Use Automatic Shelf Registration Form .  The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form.  If at any time when Offered Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Offered Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representatives of such effectiveness.  The Company will take all other action necessary or appropriate to permit the public offering and sale of the Offered Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible.  References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
 
(iv) Filing Fees .  The Company has paid or shall pay the required Commission filing fees relating to the Offered Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
 
(d)       Ineligible Issuer Status .  (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Offered Securities and (ii) at the date of this Agreement,   the Company was not and is not an “ineligible issuer,” as defined in Rule 405, including (x) the Company or any entity that at the time was a subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering of the Offered Securities, all as described in Rule 405.
 
(e)       General Disclosure Package .  As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus supplement, dated April 10, 2014, including the base prospectus, dated April 7, 2014, (which is the most recent Statutory Prospectus distributed to investors generally),   and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “ General Disclosure Package ”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
 
 
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(f)       Issuer Free Writing Prospectuses .  Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement.  If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
 
(g)       Documents Incorporated by Reference . The documents incorporated by reference or deemed incorporated by reference in the Registration Statement, any Statutory Prospectus or Final Prospectus, at the time they were or are hereafter filed with the Commission, complied and will comply in all material respects with the requirements of the Act and Exchange Act, as applicable.
 
(h)       Good standing of the Company .  The Company has been duly incorporated and is existing and in good standing under the laws of the State of Ohio, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except for any such jurisdiction where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business, properties or prospects of the Company and its Subsidiaries taken as a whole (a “ Material Adverse Effect ”).
 
(i)       Subsidiaries .  Each subsidiary of the Company (other than those which do not have operations or own only de minimis assets) and Worthington Armstrong Venture (collectively, the “ Significant Subsidiaries ”) has been duly incorporated or formed, as appropriate, and is existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as appropriate, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except for any such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable, to the extent relevant; and the capital stock or other equity interest of each subsidiary of the Company owned by the Company, directly or through Subsidiaries, is owned free from liens, encumbrances and defects.
 
(j)       Execution and Delivery of Indenture .  The Indenture has been duly qualified under the Trust Indenture Act; the Base Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Second Supplemental Indenture and the Offered Securities have been duly authorized and, when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Second Supplemental Indenture will have been duly executed and delivered by the Company, such Offered Securities, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will have been duly executed, authenticated, issued and delivered by the Company, will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
 
 
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(k)       Registration Rights .  There are no persons with registration or other similar rights to have any securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived or are not applicable to the offering of the Offered Securities.
 
(l)       Absence of Further Requirements .  No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the consummation of the transactions contemplated by this Agreement or the Indenture in connection with the offering, issuance and sale of the Offered Securities by the Company, except such as have been obtained, or made and such as may be required under state securities laws.
 
(m)                  Title to Property .  Except as disclosed in the General Disclosure Package, the Company and the subsidiaries of the Company and Worthington Armstrong Venture (collectively, the “ Subsidiaries ”) have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, charges, encumbrances and defects (other than Permitted Liens as defined in the Indenture) that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them, except in any such case as would not reasonably be expected to have a Material Adverse Effect and, except as disclosed in the General Disclosure Package, the Company and its Subsidiaries hold any leased real or personal property under valid and enforceable leases with no terms or provisions that would materially interfere with the use made or to be made thereof by them except as could not reasonably be expected to have a Material Adverse Effect.
 
(n)       Absence of Defaults and Conflicts Resulting from Transaction .  The execution, delivery and performance of the Indenture and this Agreement, the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, (i) the charter, bylaws or other governing documents of the Company or any of its Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the properties of the Company or any of its Subsidiaries is subject, except in the case of clauses (ii) and (iii) above, for such breaches, violations, defaults or impositions as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  As used herein, a “ Debt Repayment Triggering Event ” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.
 
(o)       Absence of Existing Defaults and Conflicts .  Neither the Company nor any of its Subsidiaries is in violation of its respective charter, bylaws, operating agreement, partnership agreement or similar governing documents or agreements or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
 
 
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(p)       Joint Venture Agreements .  Each of the operating agreements, partnership agreements, stockholders’ agreements or similar agreements entered into between the Company, or a Subsidiary of the Company, and a third party (the “ Joint Venture Agreements ”) has been duly authorized, executed and delivered by the Company or Subsidiary of the Company, as applicable, and is a valid and binding agreement of the Company or Subsidiary of the Company, as applicable, enforceable against the Company or Subsidiary of the Company, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and none of the Company or any Subsidiary of the Company is in default under any of the Joint Venture Agreements nor, to the knowledge of the Company, is any third party that is a party to any Joint Venture Agreement in default under any of the Joint Venture Agreements, except any such defaults that would not reasonably be expected to result in a Material Adverse Effect.
 
(q)       Authorization of Agreement .  This Agreement has been duly authorized, executed and delivered by the Company.
 
(r)       Possession of Licenses and Permits .  The Company and its Subsidiaries possess, and are in compliance with the terms of, all adequate certificates, authorizations, franchises, licenses and permits (“ Licenses ”) necessary or material to the conduct of their respective businesses as described in the General Disclosure Package to be conducted by them and, except where the failure to possess or be in compliance with the same would not reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Licenses that, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
 
(s)       Absence of Labor Dispute .  No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent that would reasonably be expected to result in a Material Adverse Effect.
 
(t)       Possession of Intellectual Property .  The Company and its Subsidiaries own, license, possess or can acquire on reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “ Intellectual Property Rights ”) necessary or material to the conduct of their respective businesses as described in the General Disclosure Package to be conducted by them and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  Except as disclosed in the General Disclosure Package, (i) no third parties have been granted exclusive licenses to use any of the Intellectual Property Rights owned by the Company or its Subsidiaries except as would not interfere with the conduct of the Company’s or the applicable Subsidiary’s business as now conducted; (ii) there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Subsidiaries or, to the Company’s knowledge, third parties of any of the Intellectual Property Rights of the Company or its Subsidiaries; (iii) there is no pending or to the Company knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any Subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Subsidiaries in their businesses has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries in violation of the rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
 
 
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(u)       Environmental Laws .  Except as disclosed in the General Disclosure Package, (a)(i) neither the Company nor any of its Subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “ Environmental Laws ”), (ii) neither the Company nor any of its Subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances, (iii) neither the Company nor any of its Subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its Subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its Subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (vi) the Company and its Subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (b) to the knowledge of the Company, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would reasonably be expected to result in a Material Adverse Effect; (c) to the knowledge of the Company, there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to result in a Material Adverse Effect; and (d) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its Subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  For purposes of this subsection, “ Hazardous Substances ” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any other chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.
 
(v)       Accurate Disclosure .  The statements in the General Disclosure Package and the Final Prospectus under the headings “Certain U.S. Federal Income Tax Considerations”, “Description of Notes” and “Description of Debt Securities”, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries in all material respects of such legal matters, agreements, documents or proceedings and present the information required to be shown; there are no franchises, contracts or documents which are required to be described in the Registration Statement, a Statutory Prospectus or the General Disclosure Package or the documents incorporated by reference therein or to be filed as exhibits to the Registration Statement which have not been so described and filed as required; the statements included or incorporated by reference in the Registration Statement, a Statutory Prospectus or the General Disclosure Package describing any material legal proceedings or material contracts or agreements relating to the Company fairly summarize such matters in all material respects.
 
(w)                  Absence of Manipulation .  The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.
 
(x)       Statistical and Market-Related Data .  Any third-party statistical and market-related data included or incorporated by reference in the Registration Statement, a Statutory Prospectus or the General Disclosure Package are based on or derived from sources that the Company believes to be reliable and accurate.
 
 
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(y)       Internal Controls and Compliance with Sarbanes-Oxley .  Except as set forth in the General Disclosure Package, the Company, its Subsidiaries and the Company’s Board of Directors (the “ Board ”) are in compliance in all material respects with Sarbanes-Oxley and all applicable Exchange Rules.  The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “ Internal Controls ”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with general accepted accounting principles in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus is prepared in accordance with the Commission's rules and guidelines applicable thereto.  The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “ Audit Committee ”) of the Board to the extent required in accordance with Exchange Rules.  The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency or material weakness in the design or operation of internal control over financial reporting which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or change in Internal Controls that is reasonably likely to materially affect its Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “ Internal Control Event ”), or any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.
 
(z)       Absence of Accounting Issues .  A member of the Audit Committee has confirmed to the Chief Executive Officer, Chief Financial Officer or General Counsel that, except as set forth in the General Disclosure Package, the Audit Committee is not reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that the Audit Committee review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies; (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior three fiscal years; or (iii) any Internal Control Event.
 
(aa)                  Litigation .  Except as disclosed in the General Disclosure Package, there are no pending actions, suits or proceedings (including, to the Company’s knowledge, any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or to the Company’s knowledge directly affecting the Company, any of its Subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, or would reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations under the Indenture or this Agreement; and, to the Company’s knowledge, no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are threatened or contemplated.
 
(bb)                  Financial Statements .  The financial statements included in the Registration Statement and the General Disclosure Package present fairly in conformity with generally accepted accounting principals in the United States the financial position of the Company and its consolidated Subsidiaries and Worthington Armstrong Venture as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis and the schedules included in the Registration Statement present fairly the information required to be stated therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission's rules and guidelines applicable thereto.
 
(cc)                  No Material Adverse Change in Business .  Except as disclosed in the General Disclosure Package, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package (i) there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its Subsidiaries, taken as a whole that is material and adverse, (ii) except as disclosed in or contemplated by the General Disclosure Package, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and (iii) except as disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its Subsidiaries.
 
 
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(dd)                  Investment Company Act .  The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act of 1940 (the “ Investment Company Act ”).
 
(ee)                  Ratings .  No “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act (i) has imposed (or has informed the Company that it is considering imposing) any condition (financial or otherwise) on the Company’s retaining any rating assigned to the Company or any securities of the Company or (ii) has indicated to the Company that it is considering any of the actions described in Subsection 7(c)(ii) hereof.
 
(ff)       Taxes .  The Company and its Subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not reasonably be expected to result in a Material Adverse Effect); and, except as set forth in the General Disclosure Package, the Company and its Subsidiaries have paid all taxes (including any assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
 
(gg)                  Insurance . The Company and its Subsidiaries are insured by recognized, financially sound and reputable institutions or through the Company’s self-insurance program against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance insuring the Company or any of its Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its Subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no material claims by the Company or any of its Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for except as would not reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to result in a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package.
 
(hh)                  FCPA, Money Laundering and OFAC .  None of the Company, its Subsidiaries or, to the Company’s knowledge, any director, officer, supervisor, employee, affiliate, agent or any other person associated with or acting on behalf of the Company or its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons, when acting on behalf of the Company and its Subsidiaries, of the Foreign Corrupt Practices Act of 1977, as amended (the “ FCPA ”), the U.K. Bribery Act 2010 (the “ Bribery Act ”) or other applicable anti-corruption laws and regulations, and the Company, its Subsidiaries and, to the Company’s knowledge, its joint ventures as to which it is the effective manager or operator have conducted their businesses in compliance with the FCPA,the Bribery Act and other applicable anti-corruption laws and regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.  The operations of the Company, its Subsidiaries and, to the Company’s knowledge, its joint ventures are and have been conducted at all times in compliance in all material respects with applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit,proceeding or investigation by or before any court or governmental agency, authority or body or any arbitrator involving the Company, its Subsidiaries or, to the Company’s knowledge, its joint ventures with respect to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”), the Money Laundering Laws, the FCPA, the Bribery Act or other applicable anti-corruption laws and regulations is pending or, to the Company’s knowledge, threatened.  None of the Company, its Subsidiaries or, to the Company’s knowledge, its joint ventures or any director, officer, supervisor, employee, or affiliate or agent of the Company or its Subsidiaries, is currently subject to or of any U.S. sanctions administered by OFAC.  The Company will not, directly or indirectly, use the proceeds of the Offered Securities or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture or other person or entity, for the purpose of financing the activities of any person currently subject to or of any U.S. sanctions administered by OFAC.  The participation in the offering by the Company, its Subsidiaries and, to the Company’s knowledge, its joint ventures and the directors, officers, supervisors, employees, affiliates, agents and any other person associated with or acting on behalf of the Company and its Subsidiaries will not violate the FCPA, the Bribery Act,any Money Laundering Laws or other applicable anti-corruption laws and regulations or cause any person to be in violation of any U.S. sanctions administered by OFAC.
 
 
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3.       Purchase, Sale and Delivery of Offered Securities .  On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.114% of the principal amount thereof plus accrued interest from April 15, 2014 to the Closing Date (as hereinafter defined) of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto.
 
The Company will deliver the Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Shearman & Sterling LLP at 599 Lexington Avenue, New York, New York, 10022, at 9:00 A.M., New York time, on April 15, 2014, or at such other time not later than seven full business days thereafter as the Representatives and the Company mutually determine, such time being herein referred to as the “ Closing Date ”.  For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering.  The Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the Closing Date.
 
4.       Offering by Underwriters .  It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Final Prospectus.
 
5.       Certain Agreements of the Company .  The Company agrees with the several Underwriters that:
 
(a)       Filing of Prospectuses.   The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement.  The Company has complied and will comply with Rule 433.
 
(b)       Filing of Amendments; Response to Commission Requests .  The Company will promptly advise the Representatives of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will offer the Representatives a reasonable opportunity to comment on any such amendment or supplement; and the Company will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) the receipt by the Company of any notification with respect to the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose.  The Company will use commercially reasonable efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
 
(c)       Continued Compliance with Securities Laws .  If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance.  Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.
 
 
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(d)       Rule 158.   As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make generally available to its security holders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying the provisions of Section 11(a) of the Act and Rule 158.
 
(e)       Furnishing of Prospectuses .  The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and  in such quantities as the Representatives reasonably request.  The Company will pay the expenses of printing and distributing to the Underwriters all such documents.
 
(f)       Blue Sky Qualifications .  The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment   under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution.
 
(g)       Reporting Requirements .  For so long as the Offered Securities remain outstanding, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year; and the Company will furnish to the Representatives (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to shareholders, and (ii) from time to time, such other information concerning the Company as the Representatives may reasonably request.  However, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“ EDGAR ”), the Company is not required to furnish such reports or statements to the Underwriters.
 
(h)       Payment of Expenses .  The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, any fees charged by investment rating agencies for the rating of the Offered Securities, costs and expenses related to the review by the Financial Industry Regulatory Authority of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company including the chartering of airplanes, fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, NYSE Amex, the NASDAQ Stock Market and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Act, and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors.  It is understood, however, that except as provided in Subsections 5(c), 5(e) and 5(h), Section 8 and Section 10, the Underwriters will pay all of their own costs and expenses, including the fees and expenses of their counsel.
 
(i)       Use of Proceeds .  The Company will use the net proceeds received in connection with the offering of the Offered Securities for Sale in the manner described in the “Use of Proceeds” section of the General Disclosure Package.
 
 
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(j)       Absence of Manipulation .  The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities.
 
(k)       Restriction on Sale of Securities.   The Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives for a period beginning on the date hereof and ending 60 days after the Closing Date.
 
6.       Free Writing Prospectuses .
 
(a) Issuer Free Writing Prospectuses .  The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,”   as defined in Rule 405, required to be filed with the Commission.   Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “ Permitted Free Writing Prospectus .”  The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,   and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.
 
(b)       Term Sheets .  The Company will prepare a final term sheet relating to the Offered Securities, containing only information that describes the final terms of the Offered Securities and otherwise in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for the Offered Securities.  Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement.  The Company also consents to the use by any Underwriter of a free writing prospectus that contains only (i)(x)   information describing the preliminary terms of the Offered Securities or their offering or (y) information that describes the final terms of the Offered Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection or (ii) other information that is not “issuer information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.
 
7.       Conditions of the Obligations of the Underwriters .  The obligations of the several Underwriters to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
 
(a)       Accountants’ Comfort Letter .  The Representatives shall have received letters, dated, respectively, the date hereof and the Closing Date, of KPMG LLP confirming that they are a registered public accounting firm and independent public accountants of the Company and Worthington Armstrong Venture within the meaning of the Securities Laws and containing statements and information of the type ordinarily included in accountants’ comfort letters with respect to the financial statements and certain financial information of the Company and Worthington Armstrong Venture and in form and substance reasonably satisfactory to the Representatives (except that, in any letter dated the Closing Date, the “cut-off” date referred to such letter shall be a date no more than three days prior to such Closing Date).
 
(b)       Filing of Prospectus.   The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Subsection 5(a) hereof.  No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or any Underwriter, shall be contemplated by the Commission.
 
 
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(c)       No Material Adverse Change .  Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the financial condition, results of operations, business, properties or prospects of the Company and its Subsidiaries taken as a whole   which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii)  any change in the U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the reasonable judgment of the Representatives, impractical to market or to enforce contracts for the sale of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum or maximum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by any U.S. federal or New York authorities; (vii) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country where securities of the Company are listed or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by the United States Congress or any other national or international calamity or emergency if, in the reasonable judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Offered Securities or to enforce contracts for the sale of the Offered Securities.
 
(d)       Opinion of Counsel for Company .  On the Closing Date, the Representatives shall have received (i) the opinion and the negative assurance letter of Vorys, Sater, Seymour and Pease LLP, counsel for the Company, substantially in the forms of Exhibit A-1 and Exhibit A-2 , respectively, and (ii) the opinion of Dale T. Brinkman, the General Counsel of the Company, substantially in the form of Exhibit B .
 
(e)       Opinion of Counsel for Underwriters.   The Representatives shall have received from Shearman & Sterling LLP, counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to such matters as the Representatives may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.   In rendering such opinion, Shearman & Sterling LLP may rely as to the incorporation of the Company and all other matters governed by Ohio law upon the opinion of Vorys, Sater, Seymour and Pease LLP referred to above.
 
(f)       Officer’s Certificate .  The Representatives shall have received a certificate, dated such Closing Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers shall state that:  the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated by the Commission; and, subsequent to the respective dates of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the financial condition, results of operations, business and properties of the Company and its Subsidiaries taken as a whole except as set forth in the General Disclosure Package (exclusive of any supplement thereto) or as described in such certificate.
 
The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request.  The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the Closing Date or otherwise.
 
 
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8. Indemnification and Contribution .
 
(a) Indemnification of Underwriters .  The Company will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “ Indemnified Party ”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based (i) upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.
 
(b) Indemnification of Company .  Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “ Underwriter Indemnified Party ”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based (i) upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter:  the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the ninth paragraph under the caption “Underwriting” regarding stabilizing and other transactions.
 
(c)   Actions against Parties; Notification .  Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Subsection 8(a) or 8(b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under Subsection 8(a) or 8(b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under Subsection 8(a) or 8(b) above.  In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.  Notwithstanding anything to the contrary contained herein, the indemnifying party shall not be liable for the reasonable fees and disbursements of more than one separate counsel (in addition to local counsel) representing all indemnified parties who are parties to such action.
 
 
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(d)   Contribution .  If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under Subsection 8(a) or 8(b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in Subsection 8(a) or 8(b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Offered Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Subsection 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this Subsection 8(d).  Notwithstanding the provisions of this Subsection 8(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations in this Subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.  The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Subsection 8(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Subsection 8(d).
 
9.       Default of Underwriters .  If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Date.  If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 9.  Nothing herein will relieve a defaulting Underwriter from liability for its default.
 
 
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10.       Survival of Certain Representations and Obligations .  The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities.  If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect.  In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.
 
11.       Notices .  All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed or delivered and confirmed to the Representatives at J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention:  Investment Grade Syndicate Desk – 3rd Floor, Fax:  (212) 834-6081 and Wells Fargo Securities, LLC, 550 S. Tryon Street, 5 th Floor, Charlotte, North Carolina 28202, Attention:  Transaction Management, Fax:  (704) 410-0326 or, if sent to the Company, will be mailed, delivered, faxed or e-mailed and confirmed to it at Worthington Industries, Inc., 200 Old Wilson Bridge Road, Columbus, Ohio 43085, Attention:  General Counsel; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed or delivered and confirmed to such Underwriter.
 
12.       Successors .  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.
 
13.       Representation of Underwriters .  The Representatives will act for the several Underwriters in connection with this offering and sale of the Offered Securities, and any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters.
 
14.       Counterparts .  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
 
15.       Absence of Fiduciary Relationship.   The Company acknowledges and agrees that:
 
(a)       No Other Relationship .  The Representatives have been retained solely to act as underwriters in connection with the sale of Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representatives have advised or are advising the Company on other matters;
 
(b)       Arms’ Length Negotiations .  The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;
 
 
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(c)       Absence of Obligation to Disclose .  The Company has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and
 
(d)       Waiver .  The Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company.
 
16.       Applicable Law .  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
 
The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.
 
 
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Execution Version
 
 
 
If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms.
 
 
  Very truly yours,
   
  Worthington Industries, Inc.
   
   
  By:____ /s/B. Andrew Rose _______________________
  Name: B. Andrew Rose
  Title : Vice President-Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
Underwriting Agreement
 
 

 
 
 
 

 
 
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.
 
 
Acting on behalf of themselves and as the Representatives of the several Underwriters
 
By:   J.P. Morgan Securities LLC
 

By:       /s/ Som Bhattacharyya                           
Name:   Som Bhattacharyya        
Title:        Vice President                  

 
By   Wells Fargo Securities, LLC


By:  /s/ Carolyn Hurley                                         
Name:  Carolyn Hurley
Title:     Director
 
 
 
 
 
 
 
 
 
 
 
Underwriting Agreement
 
 

 
 
SCHEDULE A
 
 
Underwriter
 
Principal
Amount of
Offered Securities
 
J.P. Morgan Securities LLC
  $ 112,500,000  
Wells Fargo Securities, LLC
  $ 85,000,000  
Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated
  $ 17,500,000  
PNC Capital Markets LLC
  $ 17,500,000  
U.S. Bancorp Investments, Inc.
  $ 17,500,000  
Total
       
    $ 250,000,000  
 
 
 
 

 
 
SCHEDULE B
 
1.
General Use Free Writing Prospectuses (included in the General Disclosure Package)
 
“General Use Issuer Free Writing Prospectus” includes each of the following documents:
 
1.  Final term sheet, dated April 10, 2014 a copy of which is attached hereto as Schedule B-1.
 
 
2.
Other Information Included in the General Disclosure Package
 
The following information is also included in the General Disclosure Package:
 
None
 
 
 

 
 
SCHEDULE B-1
 
 
WORTHINGTON INDUSTRIES, INC.
 
$250,000,000 4.550% Notes due 2026
 
Pricing Term Sheet
 
This term sheet to the preliminary prospectus supplement dated April 10, 2014 should be read together with the preliminary prospectus supplement before making a decision in connection with an investment in the securities. The information in this term sheet supersedes the information contained in the preliminary prospectus supplement to the extent that it is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement.
 

Issuer:
Worthington Industries, Inc.
Security Type:
Senior Unsecured Notes
Title of Securities:
4.550% Notes due 2026
Pricing Date:
April 10, 2014
Settlement Date:  (T+3)
April 15, 2014
Interest Payment Dates:
April 15 and October 15, commencing October 15, 2014
Final Maturity Date:
April 15, 2026
Aggregate Principal Amount:
$250,000,000
Benchmark Treasury:
2.75% UST due February 15, 2024
Benchmark Treasury Price / Yield:
101-03 / 2.623%
Spread to Benchmark Treasury:
+ 195 basis points
Yield to Maturity:
4.573%
Coupon:
4.550%
Public Offering Price:
99.789%
Net Proceeds (before expenses):
$247,785,000
Optional Redemption Provision:
At any time at a discount rate equal to the Treasury Rate plus 30 basis points
Denominations:
$2,000 and integral multiples of $1,000 in excess thereof
CUSIP/ISIN:
981811 AE2 / US981811AE20
Joint Book-Running Managers:
J.P. Morgan Securities LLC, Wells Fargo Securities, LLC
Co-Managers:
Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC, U.S. Bancorp Investments, Inc.
 
 
 

 

The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus included in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents free of charge by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533 and Wells Fargo Securities, LLC toll-free at 1-800-326-5897.
 
 
 
 

 
 
Exhibit A-1
 
VORYS
Vorys, Sater, Seymour and Pease LLP
Legal Counsel
52 East Gay St.
PO Box 1008
Columbus, Ohio 43216-1008
 
614.464.6400 | www.vorys.com
 
Founded 1909
 
 

 
April 15, 2014
 
Underwriters on Schedule A Attached Hereto
 
As the Underwriters listed on Schedule A of the
  Underwriting Agreement referred to below
c/o J.P. Morgan Securities LLC,
383 Madison Avenue
New York, New York 10179
 
Ladies and Gentlemen :
 
We have acted as counsel to Worthington Industries, Inc. (the “Company”) in connection with the sale of $250,000,000 aggregate principal amount of the Company’s 4.550% Notes due 2026 (the “Offered Securities”) to the several parties named above (the “Underwriters”), for whom J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), pursuant to the Underwriting Agreement, dated April 10, 2014 (the “Underwriting Agreement”), among the Company and the Representatives.  The Offered Securities are to be issued pursuant to the provisions of the Base Indenture, dated as of April 13, 2010, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of April 15, 2014 (collectively, the “Indenture”).  The opinions expressed herein are furnished to the Representatives pursuant to Subsection 7(d) of the Underwriting Agreement.  Unless otherwise defined herein, terms defined in the Underwriting Agreement and used herein shall have the meanings given to them in the Underwriting Agreement.
 
In connection with the preparation of the opinions expressed herein, we have examined and are familiar with each of the following:
 
(a)      th e corporate documents and records of the Company consisting of (i) its Amended Articles of Incorporation, (ii) its Code of Regulations, (iii) resolutions adopted by its Board of Directors (or a duly authorized committee thereof) and (iv) such other corporate documents, proceedings and records of the Company as we have deemed necessary or appropriate for purposes of the opinions expressed herein (collectively, the “Corporate Legislation”);
 
(b)      t he Underwriting Agreement;
 
(c)      t he Registration Statement;
 
 
 
 

 
VORYS
Legal Counsel
 

April 15, 2014
Page 2
 
 
(d)      the General Disclosure Package;
 
(e)      t he Final Prospectus;
 
(f)      t he Indenture;
 
(g)     the Offered Securities;
 
(h)     a c ertificate of certain officers of the Company (the “Officers’ Certificate”) as to certain questions of fact material to the opinions expressed herein;
 
(i)      a certificate from the Secretary of State of the State of Ohio, dated as of a recent date, with respect to the good standing of the Company (the “Ohio Certificate of Good Standing”);
 
(j)      a certificate of certain officers of the Company pursuant to the Underwriting Agreement (the “Underwriting Certificate”); and
 
(k)     s uch other records, documents or instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed herein.
 
We have relied, to the extent we deemed appropriate, on the Officers’ Certificate, the Underwriting Certificate and the representations and warranties of the Company contained in the Underwriting Agreement with respect to various questions of fact material to the opinions expressed herein, including, without limitation, the completeness of corporate and other records of the Company furnished to us for our examination, the existence and nature of certain agreements and other documents of the Company and other factual matters.  In rendering our opinions herein, we also have examined such authorities of law as we have deemed relevant as a basis for such opinions.
 
In our examinations and in rendering the opinions expressed herein, we have assumed, with your consent and without independent investigation or examination, (a) the genuineness of all signatures, the authority of all individuals entering and maintaining records, the authenticity of documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of such originals of such latter documents; (b) that the parties to the Underwriting Agreement, the Indenture and the Offered Securities, other than the Company, have the corporate, limited liability company, partnership and/or individual power and authority to enter into and perform their respective obligations under such agreements and instruments; (c) the due completion, execution, acknowledgement and authentication, as appropriate, of the Underwriting Agreement, the Indenture and the Offered Securities as indicated thereon and the delivery of such agreements and instruments and of all other documents and instruments and consideration recited therein by all parties thereto, other than the Company; and (d) that the Underwriting Agreement, the Indenture and the Offered Securities constitute the legal, valid and binding obligations of the respective parties thereto, other than the Company, enforceable against such parties in accordance with their respective terms.
 
 
 
 

 
VORYS
Legal Counsel
 
April 15, 2014
Page 3
 
 
The opinions expressed herein are subject to the following qualifications, limitations and assumptions:
 
(1)   We express no opinion as to the enforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy.
 
(2)   Implied covenants of good faith and fair dealing.
 
(3)   With respect to the opinions in paragraphs (vi) and (vii) only, the effects of bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, receivership, moratorium and other similar laws (including judicially developed documents doctrines with respect to such laws) affecting the rights and remedies of creditors generally.
 
(4)   With respect to the opinions in paragraphs (vi) and (vii) only, the effects of general principles of equity, whether applied by a court of law or equity.
 
(5)   The application, if any, of laws concerning state securities law matters, concerning tax or tax effects or concerning environmental matters.
 
We express no opinion concerning the enforceability of the waiver of rights or defenses contained in the Indenture or the Offered Securities.
 
Whenever any matter is indicated to be based on our knowledge, we are referring to the actual knowledge of the Vorys, Sater, Seymour and Pease LLP attorneys who have represented the Company in connection with the transactions contemplated by the Underwriting Agreement and the Indenture, after inquiry with such other attorneys of this firm as we have deemed appropriate. Without limiting the generality of the foregoing, we have made no examination of the character, organization, activities or authority of any parties to the Underwriting Agreement, the Indenture or the Offered Securities, other than the Company, that might have any effect upon the opinions expressed herein; and we have neither examined, nor do we opine upon, any provision or matter to the extent that the examination or opinion would require a financial, mathematical or accounting calculation or determination. Additionally, our opinion expressed in paragraph (i) below as to the valid existence and good standing of the Company is based solely upon our review of the Ohio Certificate of Good Standing.
 
 
 
 

 
VORYS
Legal Counsel
 
April 15, 2014
Page 4
 
 
As used herein, the phrase “corporate power and authority” means, with respect to the Company, the power and authority under its Corporate Legislation and the General Corporation Law of the State of Ohio.
 
Based upon and subject to the foregoing and further qualifications and limitations set forth below, as of the date hereof (or as of the date of any certificate stated to have been relied on by us), we are of the opinion that:
 
(i)   The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio.
 
(ii)   The Company has requisite corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package, to enter into and perform its obligations under the Underwriting Agreement and the Indenture and to authorize, issue and sell the Offered Securities as contemplated by the Underwriting Agreement and the Indenture.
 
(iii)   The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
 
(iv)   The Indenture has been duly qualified under the Trust Indenture Act.
 
(v)   The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
 
(vi)   The Offered Securities delivered on the Closing Date have been duly authorized, executed, issued and delivered by the Company and, when authenticated by the Trustee in the manner provided in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits provided by the Indenture.
 
(vii)   The Offered Securities delivered on the Closing Date conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus.
 
 
 
 

 
VORYS
Legal Counsel
 
April 15, 2014
Page 5
 
 
(viii)   The Company is not, and immediately after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package will not be, an “investment company” as defined in the Investment Company Act.
 
(ix)   The statements in the General Disclosure Package and the Final Prospectus under the headings “Description of Debt Securities,” “Description of Notes” and “Certain U.S. Federal Income Tax Considerations” , insofar as such statements constitute matters of law, summaries of legal matters or documents, or legal conclusions, fairly present and summarize, in all material respects, such matters.
 
(x)   Each report filed with the Commission pursuant to the Exchange Act which was incorporated or was deemed to be incorporated by reference in the Registration Statement, any Statutory Prospectus or the Final Prospectus complied when so filed as to form in all material respects with the Exchange Act (other than the financial statements or schedules or other financial or accounting information or data included or incorporated by reference therein, as to which no opinion is rendered).
 
(xi)   No consent, approval, authorization or order of, or registration or filing with, any governmental agency or body or any court is required for the Company’s consummation of the transactions contemplated by the Underwriting Agreement in connection with the offering, issuance and sale of the Offered Securities by the Company, except such as have been obtained or made and such as may be required under the Securities Act and applicable state securities laws.
 
(xii)   The Company’s execution, delivery and performance of the Indenture and the Underwriting Agreement, issuance and sale of the Offered Securities and compliance with the terms and provisions thereof will not result in a material breach or violation of any of the terms and provisions of, or constitute a material default under, or result in the imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to (1) its Amended Articles of Incorporation or Code of Regulations, (2) any statute, rule or regulation of any governmental agency or body applicable to the Company that in our experience is normally applicable to transactions of the type contemplated by the Underwriting Agreement or the Indenture, (3) to our knowledge, any order of any of court, governmental agency or body having jurisdiction over the Company or any of its properties or (4) any agreement or instrument that is filed or incorporated by reference as an exhibit to the Registration Statement, the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013, or the Company’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2014.
 
 
 
 

 
VORYS
Legal Counsel
 
April 15, 2014
Page 6
 
 
(xiii)   The Registration Statement has become effective under the Act and the Final Prospectus was filed with the Commission pursuant Rule 424(b)(3) on April 10, 2014. To our knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act.
 
(xiv)   The Registration Statement, as of the Effective Time relating to the Offered Securities, and the Final Prospectus, as of the date of the Underwriting Agreement, and each amendment or supplement thereto, as of the date hereof, complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations.
 
The opinions expressed herein are limited to the federal laws of the United States of America and the laws of the State of Ohio and, with respect to the enforceability opinions in paragraphs (vi) and (vii), the laws of the State of New York, having effect on the date hereof.  Accordingly, we express no opinion as to the laws of any other jurisdiction or as to any time after the date hereof.  We express no opinion herein concerning any statutes, laws, ordinances, orders, decrees, administrative decisions, rules or regulations of any county, town, municipality or special political subdivision (whether created or enabled through legislative action at the federal, state or regional level).
 
The opinions expressed herein are furnished to you solely in connection with the transactions described herein.  Our opinions may not be used or relied upon by you for any other purpose and may not be relied upon for any purpose by any other person without our prior written consent; provided, however, that this opinion letter may be delivered to (but not relied upon by) your regulators, accountants, attorneys and other professional advisers and may be used in connection with any legal or regulatory proceeding relating to the subject matter of this opinion letter for the purpose of proving this opinion letter’s existence.
 
Very truly yours,
 
 
 
Vorys, Sater, Seymour and Pease LLP
 
 
 
 

 

 
Schedule A
 
Underwriters
 
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
PNC Capital Markets LLC
U.S. Bancorp Investments, Inc.

 
 
 
 
 

 
 
EXHIBIT A-2
 
NEGATIVE ASSURANCE LETTER
 
OF
 
VORYS, SATER, SEYMOUR AND PEASE LLP
 
 
April 15, 2014
 
Underwriters on Schedule A Attached Hereto
As the Underwriters listed on Schedule A of the
  Underwriting Agreement referred to below
c/o J.P. Morgan Securities LLC,
      383 Madison Avenue
      New York, New York 10179

Ladies and Gentlemen :

We have acted as counsel to Worthington Industries, Inc. (the “Company”) in connection with  the sale of $250,000,000 aggregate principal amount of the Company’s 4.550% Notes due 2026 (the “Offered Securities”) to the several parties named above (the “Underwriters”) for whom J.P. Morgan Securities LLC and Wells Fargo Securities, LLC  are acting as representatives (the “Representatives”), pursuant to the Underwriting Agreement dated April 15, 2014 (the “Underwriting Agreement”) between the Company and the Representatives.  This letter is being furnished to the Representatives pursuant to Subsection 7(d) of the Underwriting Agreement.  Unless otherwise defined herein, terms defined in the Underwriting Agreement and used herein shall have the meanings given to them in the Underwriting Agreement.

We have participated in conferences with officers and other representatives of the Company, representatives of the Company’s independent registered public accounting firm and representatives of the Underwriters at which the contents of the Registration Statement, the General Disclosure Package, the Final Prospectus, and any supplements or amendments thereto, were discussed and, although we have not checked the accuracy or completeness of or otherwise verified, and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of, the statements contained in the Registration Statement, the Final Prospectus, the General Disclosure Package or any documents that constitute part of or are incorporated by reference therein (other than as specified in paragraph (x) of our opinion of even date herewith), on the basis of the foregoing, but without independent check or verification, no facts have come to our attention which have caused us to believe that (i) any part of the Registration Statement, as of the Effective Time relating to the Offered Securities or as of any Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Final Prospectus, as of the date of the Underwriting Agreement or as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the General Disclosure Package, as of the Applicable Time or as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we express no belief as to the financial statements or schedules or other financial or accounting information or data included or incorporated by reference in the Registration Statement, the Final Prospectus, the General Disclosure Package or any amendments or supplements thereto and the Statement of Eligibility and Qualification of the Trustee on Form T-1).
 
 
 

 
 
This letter is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention.  This letter is furnished to you solely for your information in connection with the transactions described herein and, without our prior written consent, may not be quoted in whole or in part or otherwise referred to, nor filed with any governmental agency or any other person, used or relied upon by you for any other purpose or relied upon for any purpose by any other person.
 
 
 
Very truly yours,
   
   
  Vorys, Sater, Seymour and Pease LLP
 

 
 

 

 

EXHIBIT B
 
 
OPINION OF DALE T. BRINKMAN
 
 
April 15, 2014
 
Underwriters on Schedule A Attached Hereto
As the Underwriters listed on Schedule A of the
Underwriting Agreement referred to below
c/o J.P. Morgan Securities LLC,
      383 Madison Avenue
      New York, New York 10179

Ladies and Gentlemen:

I am general counsel to Worthington Industries, Inc. (the “Company”) and have represented the Company in connection with the sale of $250,000,000 aggregate principal amount of the Company’s 4.550% Notes due 2026 (the “Offered Securities”) to the several parties named above (the “Underwriters”) for whom J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), pursuant to the Underwriting Agreement dated April 10, 2014 (the “Underwriting Agreement”) among the Company and the Representatives. The Offered Securities are to be issued pursuant to the provisions of the Base Indenture, dated as of April 13, 2010, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of April 15, 2014 (collectively, the “Indenture”). The opinions expressed herein are furnished to you pursuant to Subsection 7(d) of the Underwriting Agreement.  Unless otherwise defined herein, terms defined in the Underwriting Agreement and used herein shall have the meanings given to them in the Underwriting Agreement.

In connection with the preparation of the opinions expressed herein, I have examined and am familiar with each of the following:

(a)           the corporate documents and records of the Company consisting of (i) its Amended Articles of Incorporation, (ii) its Code of Regulations, (iii) resolutions adopted by its Board of Directors (or a duly authorized committee thereof) and (iv) such other corporate documents, proceedings and records of the Company as I have deemed necessary or appropriate for purposes of the opinions expressed herein;
 
(b)           the Underwriting Agreement;
 
(c)           the Registration Statement;
 
(d)           the General Disclosure Package;
 
(e)           the Final Prospectus;
 
(f)           the Indenture and the Offered Securities; and
 
(g)           such other records, documents or instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed herein.
 
 
 
 

 

 
In rendering the opinions expressed herein, I also have examined such authorities of law as I have deemed relevant as a basis for my opinion and have relied on the representations and warranties of the Company in the Underwriting Agreement as to certain factual matters.

In my examinations and in rendering the opinions expressed herein, I have assumed, with your consent and without independent investigation or examination, (a) the genuineness of all signatures, the authenticity of documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies and the authenticity of such originals of such latter documents; (b) that the parties to the Underwriting Agreement, the Indenture and the Offered Securities, other than the Company, have the corporate, limited liability company, partnership and/or individual power and authority to enter into and perform their respective obligations under such agreements and instruments; (c) the due completion, execution, acknowledgement and authorization, as appropriate, of the Underwriting Agreement, the Indenture and the Offered Securities as indicated thereon and the delivery of such agreements and instruments and of all other documents and instruments and consideration recited therein by all parties thereto, other than the Company; and (d) that the Underwriting Agreement, the Indenture and the Offered Securities constitute the legal, valid and binding obligations of the respective parties thereto, other than the Company, enforceable against such parties in accordance with their respective terms.

Whenever any matter is indicated to be based on my knowledge, I am referring to my actual knowledge, after inquiry with the other members of the legal department of the Company. Without limiting the generality of the foregoing, I have made no examination of the character, organization, activities or authority of any parties to the Underwriting Agreement, the Indenture or the Offered Securities, other than the Company, that might have any effect upon the opinions expressed herein; and I have neither examined, nor do I opine upon, any provision or matter to the extent that the examination or opinion would require a financial, mathematical or accounting calculation or determination.

Based upon and subject to the foregoing and further qualifications and limitations set forth below, as of the date hereof (or as of the date of any certificate stated to have been relied on by me), I am of the opinion that:

(i)           Except as described in the Registration Statement, the Final Prospectus or the General Disclosure Package, to my knowledge, there are no pending actions, suits or proceedings against the Company, any of its Subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its Subsidiaries, after giving effect to insurance and reserves with respect thereto, would individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, or would be reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations under the Indenture or the Underwriting Agreement; and the descriptions relating to any such pending or threatened actions, suits or proceedings included or incorporated by reference in the Registration Statement, any Statutory Prospectus or the General Disclosure Package fairly summarize such matters in all material respects.
 
(ii)          To my knowledge, there are no material legal or governmental proceedings or material contracts or agreements of the Company or its Subsidiaries which are required to be described in the Registration Statement, the Final Prospectus or the General Disclosure Package, or to be filed as exhibits to the Registration Statement, which have not been so described or filed as required.
 
(iii)         The Company is not (A) in violation of its Amended Articles of Incorporation or Code of Regulations or (B) to my knowledge, (i) in violation of any statute, law, rule, judgment, regulation, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument that is described or referred to in the Registration Statement or the General Disclosure Package or filed or incorporated by reference as an exhibit to the Registration Statement, the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013, or the Company’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2014, except for such violations or defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
 
 
 

 
 
(iv)          To my knowledge, there are no persons with registration or other similar rights to have any securities registered for sale under the Registration Statement or included in the offering contemplated by the Underwriting Agreement, except for such rights as have been duly waived or are not applicable to the offering of the Offered Securities.
 
The opinions expressed herein are limited to the federal laws of the United States of America and the laws of the State of Ohio having effect on the date hereof.  Accordingly, I express no opinion as to the laws of any other jurisdiction or as to any time after the date hereof.

This opinion letter is furnished to you solely in connection with the transactions described herein.  This opinion letter may not be used or relied upon by you for any other purpose, and may not be relied upon for any purpose by any other person, without my prior written consent; provided, however, that this opinion letter may be delivered to (but not relied upon by) your regulators, accountants, attorneys and other professional advisers, and may be used in connection with any legal or regulatory proceeding relating to the subject matter of this opinion letter for the purpose of proving this opinion letter’s existence.

 
  Very truly yours,
   
   
  Dale T. Brinkman,
  Vice President-Administration,
       General Counsel and Secretary
 

 


 
 


Exhibit 4.2
 
EXECUTION VERSION
 
 
 
 
 

 
 
 
WORTHINGTON INDUSTRIES, INC.,
Issuer
 
and
 
U.S. BANK NATIONAL ASSOCIATION,
Trustee
 
 

 
 
SECOND SUPPLEMENTAL INDENTURE
Dated as of April 15, 2014
 
Supplemental to Indenture dated as of April 13, 2010
 
 
 
 
 

 
 
 
1

 
 
SECOND SUPPLEMENTAL INDENTURE dated as of April 15, 2014 (this “Second Supplemental Indenture”), made and entered into by and between Worthington Industries, Inc., a corporation organized and existing under the laws of the State of Ohio having its principal office at 200 Old Wilson Bridge Road, Columbus, Ohio 43085 (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”) under the indenture of the Company dated as of April 13, 2010 (the “Indenture ”).
 
WHEREAS, the Indenture provides for the issuance from time to time of Debt Securities, issuable for the purposes and subject to the limitations contained in the Indenture ; and
 
WHEREAS, Section 9.01(j) of the Indenture also provides that the Company and the Trustee may enter into one or more indentures supplemental to the Indenture without the consent of any Holder to provide for the form or terms of Debt Securities of any series as permitted by Sections 2.01 and 2.03 of the Indenture ; and
 
WHEREAS, the Company has duly authorized the creation of a series of its Debt Securities denominated its “4.55% Notes due 2026” in the principal amount of $250,000,000 (such Debt Securities being referred to herein as the “Notes”); and
 
WHEREAS, the entry into this Second Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and
 
WHEREAS, the Company has duly authorized the execution and delivery of this Second Supplemental Indenture, and all things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Second Supplemental Indenture a valid agreement of the Company, in accordance with their and its terms:
 
NOW, THEREFORE:
 
For and in consideration of the premises and purchase of the Debt Securities of any series issued on or after the date hereof by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Debt Securities of any such series, as follows:
 
ARTICLE I
 
CERTAIN PROVISIONS OF GENERAL APPLICATION
 
SECTION 101 Definitions .
 
For all purposes of the Indenture and this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:
 
(1)   the terms defined in this Article I have the meanings assigned to them in this Article I;
 
(2)   the words “herein,” “hereof’ and “hereunder” and other words of similar import refer to the Indenture and this Second Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and
 
(3)   capitalized terms used but not defined herein are used as they are defined in the Indenture .
 
“Attributable Indebtedness” with respect to a Sale/Leaseback Transaction means, as of the time of determination, (i) if the obligation with respect to such Sale/Leaseback Transaction is a Capitalized Lease Obligation, the amount of such obligation determined in accordance with GAAP and included in the financial statements of the lessee or (ii) if the obligation with respect to such Sale/Leaseback Transaction is not a Capitalized Lease Obligation, the total Net Amount of Rent required to be paid by the lessee under such lease during the remaining term thereof (including any period for which the lease has been extended), discounted from the respective due dates thereof to such determination date at the rate per annum borne by the Notes compounded semi-annually.
 
 
 
2

 
 
“Change of Control” means the occurrence of any of the following after the date of issuance of the Notes:
 
1.   the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;
 
2.   the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than the spouses, siblings, descendants, spouses of any such siblings or descendants, trusts created exclusively for the benefit of such Persons, executors, administrators, guardians, or conservators of the estate of John H. McConnell, John P. McConnell, their respective Affiliates and Associates (as defined in Rule 12b-2 under the Exchange Act), or a group in which the foregoing are a principal participant, or any profit sharing, employee stock ownership or other employee benefit plan of the Company or any Subsidiary of the Company or any trustee or fiduciary with respect to any such plan when acting in such capacity) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Stock representing more than 50% of the voting power of the outstanding Voting Stock of the Company;
 
3.   the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing at least a majority of the voting power of the Voting Stock of the surviving Person immediately after giving effect to such transaction;
 
4.   the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; or
 
5.   the adoption of a plan relating to the liquidation or dissolution of the Company.
 
Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control solely because the Company becomes a direct or indirect wholly-owned subsidiary of a holding company if the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction.
 
“Change of Control Offer” has the meaning set forth in Section 203(a) hereof.
 
“Change of Control Payment” has the meaning set forth in Section 203(a) hereof.
 
“Change of Control Payment Date” has the meaning set forth in Section 203(b) hereof.
 
“Change of Control Triggering Event” means, with respect to the Notes, (i) the rating of such Notes by each of the Rating Agencies is lowered at any time during the period (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public announcement by the Company of any Change of Control (or pending Change of Control), and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change), and (ii) such Notes are rated below Investment Grade by each of the Rating Agencies on any day during the Trigger Period.
 
Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.
 
“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.
 
 
 
3

 
 
“Comparable Treasury Price” means, with respect to any redemption date, (a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (b) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (i) the average of the Reference Treasury Dealer Quotations or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
 
“Consolidated Net Tangible Assets” means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its Subsidiaries for the total assets (less accumulated depletion, depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, after giving effect to purchase accounting and after deducting therefrom, to the extent included in total assets, in each case as determined on a consolidated basis in accordance with GAAP (without duplication): (i) the aggregate amount of liabilities of the Company and its Subsidiaries that may properly be classified as current liabilities (including taxes accrued as estimated); (ii) current Indebtedness and current maturities of long-term Indebtedness; (iii) minority interests in the Company’s Subsidiaries held by Persons other than the Company or a wholly-owned Subsidiary of the Company; and (iv) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items.
 
“Continuing Director” means, as of any date of determination, any member of the applicable board of directors who: (1) was a member of such board of directors on the date of issuance of the Notes or (2) was nominated for election, elected or appointed to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of a proxy statement in which such member was named as a nominee for election as a director).
 
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
 
“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under the circumstances permitting the Company to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition of “Rating Agency.”
 
“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.
 
“Net Amount of Rent” as to any lease for any period means the aggregate amount of rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease that is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as payable under such lease subsequent to the first date upon which it may be so terminated.
 
“Rating Agencies” means Moody’s and S&P; provided, that if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, the Company may appoint another “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act as a replacement for such Rating Agency.
 
 
 
4

 
 
“Reference Treasury Dealer” means each of J.P. Morgan Securities LLC, a Primary Treasury Dealer (as defined herein) selected by Wells Fargo Securities, LLC and their respective successors and two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.
 
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date.
 
“Remaining Scheduled Payments” means, with respect to any Note, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such Notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.
 
“Sale/Leaseback Transaction” means an arrangement relating to property owned on the date of issuance of the Notes or thereafter acquired whereby the Company or any of its Subsidiaries transfers such property to a Person and the Company or any of its Subsidiaries leases it from such Person.
 
“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill Financial, Inc., and its successors.
 
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
 
“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.
 
SECTION 102 Effect, of Headings .
 
The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
 
SECTION 103 Successors and Assigns .
 
All covenants and agreements in this Second Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.
 
SECTION 104 Separability .
 
In case any provision in this Second Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
SECTION 105 Conflict with Trust Indenture Act .
 
If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Second Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.
 
 
 
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SE CTION 106 Benefits of Second Supplemental Indenture .
 
Nothing in this Second Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders of the Notes any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.
 
SECTION 107 Governing Law .
 
THIS SECOND SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND THIS SECOND SUPPLEMENTAL INDENTURE AND EACH SUCH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 
ARTICLE II
 
THE NOTES
 
SECTION 201 Title and Terms .
 
There is hereby created under the Indenture a series of Debt Securities known and designated as the “4.55% Notes due 2026” of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under this Second Supplemental Indenture is initially limited to $250,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture .
 
The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture .
 
The Stated Maturity for payment of principal of the Notes shall be April 15, 2026, and the Notes shall bear interest at the rate of 4.55% per annum, from April 15, 2014, or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 and October 15 of each year (commencing October 15, 2014, to the Persons in whose names the Notes are registered at the close of business on April 1 or October 1, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment.
 
The Notes shall be initially issued in the form of a Global Security and the depositary for the Notes shall be The Depository Trust Company, New York, New York (the “Depositary”).
 
The Notes shall not be subject to any sinking fund.
 
The Notes shall be in registered form without coupons and shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
 
The form of Note attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(j) of the Indenture , as a form of Debt Securities of a series that consists of the Notes.
 
SECTION 202 Optional Redemption .
 
(a)   The provisions of Article III of the Indenture , as amended by the provisions of this Second Supplemental Indenture, shall apply to the Notes.
 
(b)   The Notes are subject to redemption upon notice mailed at least 30 days but not more than 60 days prior to the redemption date to each Registered Holder. The Notes may be redeemed, as a whole or in part, at the option of the Company at a redemption price equal to the greater of:
 
 
 
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(i)   100% of the principal amount to be redeemed; and
 
(ii)   the sum of the present values of the Remaining Scheduled Payments thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points,
 
plus, in either case, accrued interest on the principal amount being redeemed to the date of redemption.
 
Unless the Company defaults in payment of the redemption price, on and after the applicable redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.
 
SECTION  203 Purchase upon a Change of Control Triggering Event .
 
(a)   Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless the Company has exercised its right to redeem the Notes in full as set forth in Section 202 of this Second Supplemental Indenture, by giving irrevocable notice to the Trustee in accordance with the Indenture , each Holder of Notes will have the right to require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described in this Section 203 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
 
(b)   Unless the Company has exercised its right to redeem the Notes, within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to the Notes or, at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will be required to send, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. The notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days after the date the notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
 
(c)   On the Change of Control Payment Date, the Company will, to the extent lawful:
 
(i)   accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
 
(ii)   deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
 
(iii)   deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased and that all conditions precedent to the Change of Control Offer and to the purchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.
 
(d)   The Company will not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
 
(e)   The Company will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under this Section 203 by virtue of any such conflict.
 
 
 
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SECTION 204 Limitation on Liens.
 
Except as provided below, the Company may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or permit to exist any Indebtedness secured by a Lien on any Principal Property or any shares of stock of or any Indebtedness of any Restricted Subsidiary, whether owned on the date of issuance of the Notes or thereafter acquired, unless the Company contemporaneously secures the Notes equally and ratably with (or prior to) such Indebtedness, except that the foregoing restrictions shall not apply to Indebtedness secured by:
 
(i)   Liens on any property, shares of stock or Indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary;
 
(ii)   Liens on property or shares of stock existing at the time of acquisition of such property or stock by the Company or a Restricted Subsidiary;
 
(iii)   Liens to secure (a) the payment of all or any part of the price of acquisition, construction, alteration, expansion, repair or improvement of property, assets or stock by the Company or a Restricted Subsidiary or (b) any Indebtedness incurred by the Company or a Restricted Subsidiary prior to, at the time of or within 180 days after the later of the acquisition or completion of construction, alteration, expansion, repair or improvements of such property (including any improvements on an existing property), which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof or construction, alteration, expansion, repair or improvements thereon; provided, however, that, in the case of any such acquisition, construction, alteration, expansion, repair or improvement, the Lien shall not apply to any property theretofore owned by the Company or a Restricted Subsidiary, other than, in the case of any such construction, alteration, expansion, repair or improvement, any theretofore substantially unimproved real property on which the property or improvement so constructed is located;
 
(iv)   Liens securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary or a wholly-owned Subsidiary;
 
(v)   Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary;
 
(vi)   Liens on property of the Company or a Restricted Subsidiary in favor of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States or any state thereof, or in favor of any other country or any political subdivision thereof, or any department, agency or instrumentality of such country or political subdivision, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens;
 
(vii)   Liens existing as of the original date of the Indenture;
 
(viii)   Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the purpose of defeasing Indebtedness of the Company or any of its Restricted Subsidiaries;
 
(ix)   Liens to banks arising from the issuance of letters of credit issued by such banks (“issuing banks”) which constitute borrowed money on the following: (a) any and all shipping documents, warehouse receipts, policies or certificates of insurance and other documents accompanying or relative to drafts drawn under any credit, and any draft drawn thereunder (whether or not such documents, goods or other property be released to or upon the order of the Company or any Subsidiary under a security agreement or trust or bailee receipt or otherwise), and the proceeds of each and all of the foregoing; (b) the balance of every deposit account, now or at the time hereafter existing, of the Company or any Subsidiary with the issuing banks, and any other claims of the Company or any Subsidiary against the issuing banks; and all property claims and demands and all rights and interests therein of the Company or any Subsidiary and all evidences thereof and all proceeds thereof which have been or at any time will be delivered to or otherwise come into the issuing bank’s possession, custody or control, or into the possession, custody or control of any bailee for the issuing bank or of any of its agents or correspondents for the account of the issuing bank, for any purpose, whether or not for the express purpose of being used by the issuing bank as collateral security or for the safekeeping or for any other or different purpose, the issuing bank being deemed to have possession or control of all of such property actually in transit to or from or set apart for the issuing bank, any bailee for the issuing bank or any of its correspondents acting in its behalf, it being understood that the receipt at any time by the issuing bank, or any of its bailees, agents or correspondents, or other security, of whatever nature, including cash, will not be deemed a waiver of any of the issuing bank’s rights or powers hereunder; (c) all property shipped under or pursuant to or in connection with any credit or drafts drawn thereunder or in any way related thereto, and all proceeds thereof; or (d) all additions to and substitutions for any of the property enumerated above in this subsection; or
 
 
 
8

 
 
(x)   Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Liens referred to in clauses (i) through (ix) above; provided, however, that the principal amount of Indebtedness so secured shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Liens so extended, renewed or replaced (plus improvements and construction on such property).
 
Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may, without securing the Notes, create, incur, issue, assume, guarantee or permit to exist any Indebtedness secured by a Lien, other than those permitted pursuant to clauses (i) through (ix) above, if, after giving pro forma effect to the Incurrence of such Indebtedness (and the receipt and application of the proceeds thereof) or the securing of outstanding Indebtedness, the sum of (without duplication) (a) all Indebtedness of the Company and its Restricted Subsidiaries secured by Liens and (b) all Attributable Indebtedness in respect of Sale/Leaseback Transactions with respect to any Principal Property, at the time of determination, does not exceed 10% of Consolidated Net Tangible Assets.
 
SECTION 205 Limitation on Sale/Leaseback Transactions .
 
The Company shall not, and shall not permit any of its Subsidiaries to, enter into any Sale/Leaseback Transaction with respect to any Principal Property, unless (i) the Company or such Subsidiary would be entitled to create a Lien on such Principal Property securing Indebtedness in an amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction without securing the Notes pursuant to Section 204 hereof or (ii) the Company, within six months from the effective date of such Sale/Leaseback Transaction, applies to the voluntary defeasance or retirement (excluding retirements of Notes and other Indebtedness ranking pari passu with the Notes as a result of conversions, pursuant to mandatory sinking funds or mandatory prepayment provisions or by payment at maturity) of Notes or other Indebtedness ranking pari passu with the Notes an amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction.
 
ARTICLE III
 
MISCELLANEOUS
 
SECTION 301 Discharge .
 
If the Company shall effect a defeasance of the Notes pursuant to Article XI of the Indenture , the Company shall cease to have any obligation to comply with the covenants set forth in Sections 204 and 205 hereof.
 
SECTION 302 Amendment to Events of Default (Section 6.01 of the Indenture ) .
 
For the Notes, clauses (f) and (i) of the Events of Default paragraph in Section 6.01 of the Indenture are hereby amended to say “$25,000,000” instead of “$20,000,000” in each place where “$20,000,000” appears.
 
 
 
9

 
 
SECTION 3 03 Amendment to Definition of Credit Agreement (Section 6.01 of the Indenture) .
 
For the Notes, the definition of Credit Agreement in Section 1.01 of the Indenture is hereby deleted in its entirety and replaced with the following:
 
“CREDIT AGREEMENT” means the Credit Agreement, dated as of May 4, 2012, among the Company, as Borrower, and the Lenders party thereto, as supplemented, amended, restated or modified from time to time.
 
SECTION 304 Confirmation of Indenture .
 
The Indenture , as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.
 
SECTION 305 Concerning the Trustee .
 
The Trustee assumes no duties, responsibilities or liabilities by reason of this Second Supplemental Indenture other than as set forth in the Indenture .
 
SECTION 306 Counterparts .
 
This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
 
 
 
10

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.
 
 
  WORTHINGTON INDUSTRIES, INC.
   
  By:    IMAGE
 
    Name: B. Andrew Rose
    Title: Vice President and Chief Financial Officer
   
   
   
  U.S. BANK NATIONAL ASSOCIATION , as
  Trustee
   
   
  By:    
    Name: Scott Miller
    Title: Vice President
 
 
 
 
 
 
 
 
 
Second Supplemental Indenture
 
 

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.
 
 
  WORTHINGTON INDUSTRIES, INC.
   
  By:   
 
    Name: B. Andrew Rose
    Title: Vice President and Chief Financial Officer
   
   
   
  U.S. BANK NATIONAL ASSOCIATION , as
  Trustee
   
  By:   IMAGE
 
    Name: Scott Miller
    Title: Vice President
 
 
 
 
 
 
 
 
Second Supplemental Indenture
 
 

 
 
EXHIBIT A
[Form of Face of Global Note]
 
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL DEBT SECURITIES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
 
UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 
 
 
 
 
 
 

 
 
4.55% Note Due April 15, 2026
 
CUSIP No. 981811 AE2  $250, 000,000
ISIN No. US981811AE20  
No. 0000 (Specimen)  
 
WORTHINGTON INDUSTRIES, INC.
 
Worthington Industries, Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the “Issuer”, which term includes any successor Person under the Indenture hereinafter referred to) as obligor, for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION and 00/100 DOLLARS ($250,000,000) on April 15, 2026, and to pay interest thereon from April 15, 2014, or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 in each year, commencing October 15, 2014, at the rate of 4.55% per annum, until the principal hereof is paid or made available for payment. The Issuer shall also pay interest on overdue principal or installments of interest at such rate. The interest so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in the Indenture, be paid to the Person in whose name this Debt Security is registered at the close of business on the record date for such interest, which shall be April 1 or October 1 (whether or not a Business Day), as the case may be, next preceding such interest payment date. Any interest on this Debt Security which is payable, but is not punctually paid or duly provided for, on the dates and in the manner provided in this Debt Security and the Indenture shall forthwith cease to be payable to the Registered Holder hereof on the relevant record date, and such Defaulted Interest may be paid by the Issuer to the Person in whose name this Debt Security is registered at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Debt Security not less than 10 days prior to such special record date, or may be paid by the Issuer on this Debt Security in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Debt Security may be listed, and upon such notice as may be required by such securities exchange, all as more fully provided in the Indenture.
 
As provided in the Indenture and subject to certain limitations therein set forth, payment of interest on this Debt Security shall be made at the corporate trust office of the Trustee or, at the option of the Issuer, by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security Register or, at the option of the Registered Holder, by wire transfer to an account designated by the Registered Holder, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
 
Reference is hereby made to the further provisions of this Debt Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
 
Unless the certificate of authentication hereon has been executed by the Trustee referred to herein by manual signature, this Debt Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
 
 
 
 
 

 
 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.
 
 
Dated: April 15, 2014 WORTHINGTON INDUSTRIES, INC.
   
  By:
 
    Name: B. Andrew Rose
    Title: Vice President and Chief Financial Officer
  By:
 
    Name: Dale T. Brinkman
    Title: Vice President - Administration,
    General Counsel and Secretary
 
 
 
 
 
 

 
 
CERTIFICATE OF AUTHENTICATION
 
This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.
 
Dated: April 15, 2014 U.S. BANK NATIONAL ASSOCIATION ,
    as Trustee
   
  By:
 
    Name: Scott Miller
    Title: Vice President
 
 
 
 
 
 
 

 
 
[Form of Reverse of Global Note]
 
This Debt Security is one of a duly authorized issue of securities of the Issuer (herein called the “Debt Securities”), issued and to be issued in one or more series under an Indenture dated as of April 13, 2010 (the “Indenture”) as supplemented by the Second Supplemental Indenture dated as of April 15, 2014 (the “Second Supplemental Indenture” and, together with the Indenture , the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (herein called the “Trustee”), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and the Registered Holders of the Debt Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof.
 
This Debt Security is subject to redemption upon notice mailed at least 30 days but not more than 60 days prior to the redemption date to each Registered Holder. This Debt Security may be redeemed, as a whole or in part, at the option of the Issuer at a redemption price equal to the greater of (a) 100% of the principal amount to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments (as defined in the Second Supplemental Indenture) thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in either case, accrued interest on the principal amount being redeemed to the date of redemption. Unless the Issuer defaults in payment of the redemption price, on and after the applicable redemption date, interest will cease to accrue on the Debt Securities or portions thereof called for redemption.
 
Upon the occurrence of a Change of Control Triggering Event with respect to this Debt Security, unless the Issuer has exercised its right to redeem this Debt Security in full as set forth in Section 202 of the Second Supplemental Indenture, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of this Debt Security will have the right to require the Issuer to purchase all or a portion of such Holder’s Debt Security pursuant to a Change of Control Offer, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of this Debt Security on the relevant record date to receive interest due on the relevant interest payment date.
 
Unless the Issuer has exercised its right to redeem this Debt Security, within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to this Debt Security or, at the Issuer’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuer will be required to send, by first class mail, a notice to each Holder of this Debt Security, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. The notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days after the date the notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
 
On the Change of Control Payment Date, the Issuer will, to the extent lawful:
 
(i)   accept or cause a third party to accept for payment all Debt Securities of this series or portions of Debt Securities of this series properly tendered pursuant to the Change of Control Offer;
 
(ii)   deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Debt Securities of this series or portions of Debt Securities of this series properly tendered; and
 
(iii)   deliver or cause to be delivered to the Trustee the Debt Securities of this series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Debt Securities of this series or portions of Debt Securities of this series being purchased and that all conditions precedent to the Change of Control Offer and to the purchase by the Issuer of the Debt Securities of this series pursuant to the Change of Control Offer have been complied with.
 
 
 
 

 
 
The Issuer will not be required to make a Change of Control Offer with respect to this Debt Security if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer and such third party purchases all the Debt Securities of this series properly tendered and not withdrawn under its offer.
 
The Issuer will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of this Debt Security as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Debt Security, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached its obligations under Section 203 of the Second Supplemental Indenture by virtue of any such conflict.
 
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debt Security or certain restrictive covenants and Events of Default with respect to this Debt Security, in each case upon compliance with certain conditions set forth in the Indenture. Such provisions shall be applicable to this Debt Security.
 
If an Event of Default with respect to this Debt Security shall occur and be continuing, the principal of and interest on this Debt Security may be declared due and payable in the manner and with the effect provided in the Indenture.
 
The Indenture permits, with certain exceptions as therein provided, without notice to any Holder but with the consent of Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture, the Issuer and the Trustee at any time to enter into an indenture or supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Debt Securities of such series. The Indenture also permits, with certain exceptions as therein provided, prior to the acceleration of the maturity of the Debt Securities of any series, the Holders of specified percentages in aggregate principal amount of the Debt Securities of that series at the time Outstanding may on behalf of the Holders of all the Debt Securities of that series waive any past Default or Event of Default and its consequences for that series specified in the terms thereof. Any such consent or waiver by the Holder of this Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debt Security.
 
As provided in and subject to the provisions of the Indenture, the Holder of this Debt Security shall not have the right to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debt Securities of this series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of this series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee thereunder and shall have offered to the Trustee such reasonable indemnity, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee by the Holders of a majority in aggregate principal amount of the Debt Securities of this series at the time Outstanding. The foregoing shall not apply to any suit instituted by the Holder of this Debt Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed herein.
 
No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Debt Security at the times, place and rate, and in the coin or currency, herein prescribed.
 
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debt Security is registrable in the Debt Security Register, upon surrender of this Debt Security for registration of transfer at the office or agency of the Issuer in any Place of Payment, duly endorsed or accompanied by a written instrument
or instruments of transfer, in form satisfactory to the Issuer, the Trustee and the Registrar duly executed by the Registered Holder or the Registered Holder’s attorney duly authorized in writing, and thereupon the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of authorized denominations for a like aggregate principal amount.
 
 
 
 

 
 
The Debt Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debt Securities of this series are exchangeable in whole or in part for a like aggregate principal amount of Debt Securities of this series and of like tenor and terms of a different authorized denomination, as requested by the Holder surrendering the same.
 
As provided in the Indenture and subject to certain limitations therein set forth, no service charge shall be made for any such registration of transfer of Debt Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.
 
Prior to due presentation for registration of transfer of this Debt Security, the Issuer, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name this Debt Security is registered as the absolute owner hereof for all purposes, whether or not this Debt Security shall be overdue, and none of the Issuer, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary.
 
All terms used in this Debt Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 
 
 


 


 
Exhibit 5.1
 

 
OPINION OF VORYS, SATER, SEYMOUR AND PEASE LLP
 
April 15, 2014
 
Worthington Industries, Inc.
200 Old Wilson Bridge Road
Columbus, Ohio 43085
 
Re:  Worthington Industries, Inc. -- $250,000,000 Aggregate Principal Amount of 4.55% Notes Due 2026
 
Ladies and Gentlemen:

We have acted as counsel to Worthington Industries, Inc., an Ohio corporation (the “Company”), in connection with the registration, pursuant to the Registration Statement on Form S-3 (File No. 333-195101) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the offering and sale by the Company of $250,000,000 aggregate principal amount of its 4.55% Notes due 2026 (the “Notes”).

The Notes will be issued under an Indenture (the “Base Indenture”), dated as of April 13, 2010, between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of April 15, 2014, between the Company and the Trustee.  The sale of the Notes will be made pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”), dated April 10, 2014, between the Company and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (the “Underwriters”) named in the Underwriting Agreement.
 
As such counsel, in rendering the opinion expressed below, we have reviewed originals or copies of the following documents:  (i) the Registration Statement; (ii) the prospectus dated April 7, 2014, forming a part of the Registration Statement (the “Prospectus”), as supplemented by the definitive prospectus supplement dated April 10, 2014 relating to the Notes (the “Prospectus Supplement”); (iii) the Underwriting Agreement; (iv) the Indenture; (v) the form of the Notes; and (vi) such certificates, statements and results of inquiries of public officials and officers and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and instruments, in each case as we have deemed necessary or appropriate to enable us to render the opinion expressed herein.  In our review, we have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies.  We have further assumed, as to matters of fact, the truthfulness of the representations made in certificates of public officials and of officers of the Company.
 
Subject to the foregoing and the other matters and assumptions set forth herein, we are of the opinion that,  when the Indenture has been duly authorized, executed and delivered by the Trustee and the Company and when the Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, the Notes will constitute legal, valid and binding obligations of the Company.
 
The foregoing opinion is subject to the following exceptions, limitations and qualifications:  (i) the effects of bankruptcy, insolvency, reorganization, fraudulent conveyance, receivership, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effects of general principles of equity, whether applied by a court of law or equity; (iii) the enforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) the application, if any, of laws concerning (a) state securities law matters, (b) tax or tax effects or (c) environmental matters; (v) implied covenants of good faith and fair dealing; and (vi) the enforceability of the waiver of rights or defenses contained in the Indenture or the Notes.
 
 
 

 
 
Page 2
 
April 15, 2014
 
 
To the extent that the obligations of the Company under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that:  (i) the Trustee will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the Trustee will be duly qualified to engage in the activities contemplated by the Indenture; (iii) the Indenture will be duly authorized, executed and delivered by the Trustee and will constitute the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms; (iv) the Trustee will be in compliance at all applicable times, generally and with respect to acting as a Trustee under the Indenture, with all applicable laws and regulations; and (v) the Trustee will have the requisite organizational and legal power and authority to perform its obligations under the Indenture.

In rendering the foregoing opinion, we have assumed that:  (i) the effectiveness of the Registration Statement has not been terminated or rescinded; and (ii) the Notes will be issued and sold in compliance with all applicable federal and state securities laws and in the manner contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement.
 
The opinion expressed herein is limited to the laws of the State of Ohio and the laws of the State of New York and we express no opinion with respect to the effect of the laws of any other jurisdiction.
     
We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission on the date hereof and to the incorporation by reference of this opinion in the Registration Statement and to the reference to our firm under the caption “Certain Legal Matters” in each of the Prospectus and the Prospectus Supplement.  In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
 
 
  Very truly yours,
   
  /s/ Vorys, Sater, Seymour and Pease LLP
   
  Vorys, Sater, Seymour and Pease LLP
 
 
 
 


 
 


Worthington Industries, Inc.
             
EXHIBIT 12.1
                   
Computation of Ratio of Earnings to Fixed Charges (1)
                                   
                                     
   
Nine Months Ended
 
Fiscal Year Ended
 
(in millions, except for ratios)
 
February 28,
   
May 31,
 
   
2014
   
2013
   
2012
   
2011
   
2010
   
2009 (4)
 
Earnings (loss) (2) :
                                   
Add:
                                   
Earnings (loss) before income taxes and net earnings attributable to non-controlling interest
  $ 157.1     $ 200.9     $ 167.5     $ 173.6     $ 71.9     $ (146.0 )
   Distributions from unconsolidated affiliates
    70.1       84.5       138.5       57.1       53.0       80.6  
   Capitalized interest amortization
    0.4       0.6       0.6       0.7       0.4       0.5  
   Fixed charges (3)
    19.0       24.1       19.8       19.1       11.2       24.2  
Deduct:
                                               
   Equity in net income of unconsolidated affiliates
    (69.2 )     (94.6 )     (92.8 )     (76.3 )     (64.6 )     (48.6 )
   Capitalized interest
    (0.1 )     -       (0.1 )     (0.1 )     (0.2 )     (0.4 )
        Earnings (loss)
  $ 177.3     $ 215.5     $ 233.5     $ 174.1     $ 71.7     $ (89.7 )
                                                 
Fixed charges (3) :
                                               
Interest expense
  $ 18.8     $ 24.0     $ 19.6     $ 18.9     $ 9.7     $ 21.1  
Capitalized interest
    0.1       -       0.1       0.1       0.2       0.4  
Interest portion of rent expense
    0.1       0.1       0.1       0.1       0.1       0.1  
Receivable securitization fees
    -       -       -       -       1.2       2.6  
   Fixed charges
  $ 19.0     $ 24.1     $ 19.8     $ 19.1     $ 11.2     $ 24.2  
                                                 
Ratio of earnings (loss) to fixed charges
    9.3       8.9       11.8       9.1       6.4       (3.7 )
                                                 
                                                 
(1) The ratio of earnings (loss) to fixed charges is computed by dividing the fixed charges of Worthington Industries, Inc. and our consolidated subsidiaries into earnings or loss.
 
(2) Earnings (loss) consists of earnings (loss) before income taxes and net earnings attributable to non-controlling interest (a) plus (i) distributions from unconsolidated affiliates, (ii) capitalized interest amortization and (iii) fixed charges and (b) less (i) equity in net income of unconsolidated affiliates and (ii) capitalized interest.
 
(3) Fixed charges include interest expense (which includes the amortization of debt offering costs), capitalized interest, fees related to our trade accounts receivable securitization facility, and the portion of rent expense which is deemed to be representative of the interest factor.
 
(4) For the fiscal year ended May 31, 2009, our earnings were insufficient to cover our fixed charges by $113.9 million.
                 
                                                 
 
 


 
 


Exhibit 99.1
 
 
 
 
 
 
 
Worthington Industries Announces Intent to Offer $250 Million of Senior Notes
 
 
COLUMBUS, Ohio, April 10, 2014) -- Worthington Industries, Inc. (NYSE: WOR) announced today its intent to offer, subject to market and other conditions, $250 million aggregate principal amount of senior notes due 2026. The notes will be general senior unsecured obligations of the Company. The Company intends to use the net proceeds from the offering to repay the outstanding borrowings under its revolving credit facility and to repay amounts outstanding under its revolving trade accounts receivable securitization facility. The remaining portion of the net proceeds will be added to working capital and used for general corporate purposes, which may include repayment of other indebtedness.
 
The joint book-running managers for the offering are J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. The offering is being made pursuant to an effective shelf registration statement previously filed by the Company with the U.S. Securities and Exchange Commission (SEC) and only by means of a prospectus and related prospectus supplement.
 
Copies of the prospectus and related preliminary prospectus supplement relating to the offering may be obtained by contacting (i) J.P. Morgan Securities LLC, 383 Madison Ave., New York, NY, 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor or by calling 1-212-834-4533; or (ii) Wells Fargo Securities, LLC, Attention: Capital Markets Client Support, 1525 West W.T. Harris Blvd., Charlotte, NC 28262-0675, by calling toll-free 1-800-326-5897 or emailing cmclientsupport@wellsfargo.com. The prospectus and the preliminary prospectus supplement may also be obtained from the U.S. SEC's website at www.sec.gov.
 
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any jurisdiction.
 
Worthington Industries is a leading diversified metals manufacturing company with 2013 fiscal year sales of $2.6 billion. The Columbus, Ohio based company is North America's premier value-added steel processor and a leader in manufactured metal products, such as propane, oxygen, refrigerant and industrial cylinders, hand torches, camping cylinders, scuba tanks, compressed natural gas storage cylinders, helium balloon kits and exploration, recovery and production tanks for global energy markets; custom-engineered open and enclosed cabs and operator stations for heavy mobile equipment; laser welded blanks; steel pallets and racks; and through joint ventures, suspension grid systems for concealed and lay-in panel ceilings, current and past model automotive service stampings and light gauge steel framing for commercial and residential construction. Worthington employs approximately 10,000 people and operates 82 facilities in 10 countries.
 
 
-more-
 

 
 
Worthington Industries
April 10, 2014
Page 2
 
 
Founded in 1955, the Company operates under a long-standing corporate philosophy rooted in the golden rule. Earning money for its shareholders is the first corporate goal. This philosophy serves as an unwavering commitment to the customer, supplier, and shareholder, and it serves as the Company's foundation for one of the strongest employee-employer partnerships in American industry.
 
 
Safe Harbor Statement
 
The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the "Act"). This press release includes "forward-looking statements" within the meaning of the Act. All statements by the Company, other than statements regarding historical information, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future constitute "forward-looking statements" within the meaning of the Act. These statements include the Company's plan to complete a public offering of $250 million aggregate principal amount of senior notes. All forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, including the Company's ability to sell the senior notes, general economic factors and other factors described in the Company's reports filed with the SEC.
 


 
 


Exhibit 99.2
 
LOGO
 
 
Worthington Industries Announces Pricing of $250 Million of Senior Notes
 
 
COLUMBUS, Ohio, April 10, 2014 -- Worthington Industries, Inc. (NYSE: WOR) today announced that it has priced its $250 million aggregate principal amount of senior notes due 2026. The senior notes will bear interest at a rate of 4.55%. The notes are being sold to the public at 99.789% of the principal amount thereof, to yield 4.573% to maturity. The Company intends to use the net proceeds from the offering to repay the outstanding borrowings under its revolving credit facility and to repay amounts outstanding under its revolving trade accounts receivable securitization facility. The remaining portion of the net proceeds will be added to working capital and used for general corporate purposes, which may include repayment of other indebtedness.
 
The notes will mature on April 15, 2026. The offering is expected to close on April 15, 2014, subject to customary closing conditions.
 
The joint book-running managers for the offering were J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. The offering is being made pursuant to an effective shelf registration statement previously filed by the Company with the U.S. Securities and Exchange Commission (SEC) and only by means of a prospectus and related prospectus supplement.
 
Copies of the prospectus and related prospectus supplement relating to the offering may be obtained by contacting (i) J.P. Morgan Securities LLC, 383 Madison Ave., New York, NY, 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor or by calling 1-212-834-4533; or (ii) Wells Fargo Securities, LLC, Attention: Capital Markets Client Support, 1525 West W.T. Harris Blvd., Charlotte, NC, 28262-0675, by calling toll-free 1-800-326-5897 or emailing cmclientsupport@wellsfargo.com . The prospectus and the prospectus supplement may also be obtained from the U.S. SEC's website at www.sec.gov .
 
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any jurisdiction.
 
Worthington Industries is a leading diversified metals manufacturing company with 2013 fiscal year sales of $2.6 billion. The Columbus, Ohio based company is North America's premier value-added steel processor and a leader in manufactured metal products, such as propane, oxygen, refrigerant and industrial cylinders, hand torches, camping cylinders, scuba tanks, compressed natural gas storage cylinders, helium balloon kits and exploration, recovery and production tanks for global energy markets; custom-engineered open and enclosed cabs and operator stations for heavy mobile equipment; laser welded blanks; steel pallets and racks; and through joint ventures, suspension grid systems for concealed and lay-in panel ceilings, current and past model automotive service stampings and light gauge steel framing for commercial and residential construction. Worthington employs approximately 10,000 people and operates 82 facilities in 10 countries.
 
-more-
 

 
 
Worthington Industries
April 10, 2014
Page 2
 
 
Founded in 1955, the Company operates under a long-standing corporate philosophy rooted in the golden rule. Earning money for its shareholders is the first corporate goal. This philosophy serves as an unwavering commitment to the customer, supplier, and shareholder, and it serves as the Company's foundation for one of the strongest employee-employer partnerships in American industry.
 
 
Safe Harbor Statement
 
The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the "Act"). This press release includes "forward-looking statements" within the meaning of the Act. All statements by the Company, other than statements regarding historical information, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future constitute "forward-looking statements" within the meaning of the Act. These statements include the Company's plan to complete a public offering of $250 million aggregate principal amount of senior notes. All forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, including the Company's ability to sell the senior notes, general economic factors and other factors described in the Company's reports filed with the SEC.