DONALDSON CO INC FORM 8-K. (Current report filing) Filed 03/12/15 for the Period Ending 03/09/15

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1 DONALDSON CO INC FORM 8-K (Current report filing) Filed 03/12/15 for the Period Ending 03/09/15 Address 1400 W. 94TH ST. MINNEAPOLIS, MN Telephone CIK Symbol DCI SIC Code Industrial and Commercial Fans and Blowers and Air Purification Equipment Industry Auto & Truck Parts Sector Consumer Cyclical Fiscal Year 07/31 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: March 9, 2015 (Date of earliest event reported) DONALDSON COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) 1400 West 94th Street, Minneapolis, MN (Address of principal executive offices, including zip code) (952) (Registrant s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) (IRS Employer Identification No.) 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item 1.01 Entry into a Material Definitive Agreement. On March 9, 2015, Donaldson Company, Inc. (the Company ) entered into a First Amendment (the Amendment ), dated March 9, 2015 to dated March 27, 2014 with a group of institutional investors. The Amendment addresses the impact future changes in GAAP may have on the calculation of the financial covenants that govern any senior notes issued under the Company s Note Purchase Agreement, dated as of March 27, 2014, including the outstanding 3.72% Senior Notes, Series 2014-A, due March 27, In the event that changes to GAAP materially change the calculation of the financial covenants such that they no longer apply as intended, the Company and the holder of any notes then outstanding will negotiate in good faith to modify the financial covenants in a manner to provide substantially the same protection to holders of the notes as the financial covenants provided prior to the change in GAAP. Until the Company and the holders of the notes agree on the terms of such modification, compliance with the financial covenants will calculated based on GAAP in effect as of the date of the. The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is 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 information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits First Amendment, dated March 9, 2015, to, dated as of March 27, 2014, by and among Donaldson Company, Inc. and the purchasers named therein.

4 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. DONALDSON COMPANY, INC. : /s/ Amy C. Becker Amy C. Becker Vice President, General Counsel and Secretary Date: March 12, 2015

5 EXHIBIT INDEX Exhibit Number Description 10.1 First Amendment, dated March 9, 2015, to, dated as of March 27, 2014, by and among Donaldson Company, Inc. and the purchasers named therein.

6 Exhibit 10.1 Execution Version DONALDSON COMPANY, INC. FIRST AMENDMENT DATED AS OF MARCH 9, 2015 TO NOTE PURCHASE AGREEMENT DATED AS OF MARCH 27, 2014 RE: $750,000,000 SENIOR NOTES ISSUABLE IN SERIES $125,000, % SENIOR NOTES, SERIES 2014-A DUE MARCH 27, 2024

7 FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT dated as of March 9, 2015 (the or this First Amendment ) to the dated as of March 27, 2014 is between DONALDSON COMPANY, INC., a Delaware corporation (the Company ), and each of the institutions which is a signatory to this First Amendment (collectively, the Noteholders ). RECITALS: A. The Company and each of the Noteholders have heretofore entered into the dated as of March 27, 2014 (the ). The Company has heretofore issued the $125,000, % Senior Notes, Series 2014-A due March 27, 2024 (the Notes ), pursuant to the. B. The Company and the Noteholders now desire to amend the in the respects, but only in the respects, hereinafter set forth. C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the unless herein defined or the context shall otherwise require. D. All requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed. NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment set forth in 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows: SECTION 1. AMENDMENTS. Section 1.1. Section 22.2 of the shall be and is hereby amended in its entirety to read as follows: Section Accounting Terms. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of Indebtedness ), any election by the Company to measure any financial liability using fair value (as permitted by

8 Financial Accounting Standards Board Accounting Standards Codification Topic No Fair Value Option, International Accounting Standard 39 Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (b) If the Company notifies the holders of Notes that, in the Company s reasonable opinion, or if the Required Holders notify the Company that, in the Required Holders reasonable opinion, as a result of a change in GAAP after the date of this Agreement, any covenant contained in Section 10.1 through 10.4, or any of the defined terms used therein no longer apply as intended such that such covenants are materially more or less restrictive to the Company than as at the date of this Agreement, the Company shall negotiate in good faith with the holders of Notes to make any necessary adjustments to such covenant or defined term to provide the holders of the Notes with substantially the same protection as such covenant provided prior to the relevant change in GAAP. Until the Company and the Required Holders so agree to reset, amend or establish alternative covenants or defined terms, (i) the covenants contained in Section 10.1 through 10.4, together with the relevant defined terms, shall continue to apply and compliance therewith shall be determined on the basis of GAAP in effect at the date of this Agreement and (ii) each set of financial statements delivered to holders of Notes pursuant to Section 7.1(a) or (b) during such time shall include detailed reconciliations reasonably satisfactory to the Required Holders as to the effect of such change in GAAP. SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Section 2.1. To induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Company represents and warrants to the Noteholders that: (a) this First Amendment has been duly authorized, executed and delivered by it and this First Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors rights generally; (b) the, as amended by this First Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable against it in accordance with their respective terms, except as 3

9 enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors rights generally; (c) the execution, delivery and performance by the Company of this First Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation the Credit Agreement dated as of December 7, 2012 among the Company, various subsidiaries of the Company, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, and U.S. Bank National Association, as Syndication Agent and the other Lenders party thereto, as amended, modified or revised from time to time (the Credit Agreement ) or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(a)(3) of this 2.1(c) ; and (d) is continuing. as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company and the holders of at least a majority in principal amount of the Notes now outstanding, shall have been delivered to the Noteholders; (b) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary; (c) the representations and warranties of the Company set forth in 2 hereof are true and correct on and with respect to the date hereof; and (d) the Company shall have paid the reasonable fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment. Upon receipt of all of the foregoing, this First Amendment shall become effective. 4

10 SECTION 4. MISCELLANEOUS. Section 4.1. This First Amendment shall be construed in connection with and as part of the, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the and the Notes are hereby ratified and shall be and remain in full force and effect. Section 4.2. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires. Section 4.3. The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof. Section 4.4. This First Amendment shall be governed by and construed in accordance with New York law. [Rest of Page Left Intentionally Blank] 5

11 Section 4.5. The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. DONALDSON COMPANY, INC. /s/ James F. Shaw Name: James F. Shaw Title: Vice President and Chief Financial Officer

12 The foregoing is agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY : Babson Capital Management LLC as Investment Adviser /s/ Thomas P. Shea Name: Thomas P. Shea Title: Managing Director BANNER LIFE INSURANCE COMPANY : Babson Capital Management LLC as Investment Adviser /s/ Thomas P. Shea Name: Thomas P. Shea Title: Managing Director MASSMUTUAL ASIA LIMITED : Babson Capital Management LLC as Investment Adviser /s/ Thomas P. Shea Name: Thomas P. Shea Title: Managing Director

13 The foregoing is agreed to as of the date thereof. VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY (F/K/A ING LIFE INSURANCE AND ANNUITY COMPANY) VOYA INSURANCE AND ANNUITY COMPANY (F/K/A ING USA ANNUITY AND LIFE INSURANCE COMPANY) SECURITY LIFE OF DENVER INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY : Voya Investment Management LLC, as Agent /s/ Christopher P. Lyons Name: Christopher P. Lyons Title: Managing Director

14 The foregoing is agreed to as of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY : Northwestern Mutual Investment Management Company, LLC, its investment adviser : /s/ Mark E. Kishler Name: Mark E. Kishler Its: Managing Director

15 The foregoing is agreed to as of the date thereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY : Cigna Investments, Inc. (authorized agent) : /s/ Robert W. Eccles Name: Robert W. Eccles Title: Senior Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA : Cigna Investments, Inc. (authorized agent) /s/ Robert W. Eccles Name: Robert W. Eccles Title: Senior Managing Director

16 The foregoing is agreed to as of the date thereof. JACKSON NATIONAL LIFE INSURANCE COMPANY : PPM America, Inc., as attorney in fact, on behalf of Jackson National Life Insurance Company /s/ Brian B. Manczak Name: Brian B. Manczak Title: Managing Director

17 The foregoing is agreed to as of the date thereof. MODERN WOODMEN OF AMERICA /s/ Brett M. Van Name: Brett M. Van Title: Treasurer & Investment Manager

18 The foregoing is agreed to as of the date thereof. AMERICAN UNITED LIFE INSURANCE COMPANY /s/ David M. Weisenburger Name: David M. Weisenburger Title: V.P., Fixed Income Securities THE STATE LIFE INSURANCE COMPANY : American United Life Insurance Company Its: Agent /s/ David M. Weisenburger Name: David M. Weisenburger Title: V.P., Fixed Income Securities

19 The foregoing is agreed to as of the date thereof. UNITED OF OMAHA LIFE INSURANCE COMPANY /s/ Curtis R. Caldwell Name: Curtis R. Caldwell Title: Senior Vice President COMPANION LIFE INSURANCE COMPANY /s/ Curtis R. Caldwell Name: Curtis R. Caldwell Title: An Authorized Signer

20 AFFIRMATION OF GUARANTY The undersigned, as Guarantor under the Subsidiary Guaranty dated as of March 27, 2014 (the Guaranty ) in favor of the holders from time to time of the Notes issued under that certain dated as of March 27, 2014 (the ) between Donaldson Company, Inc., a Delaware corporation (the Company ), as supplemented from time to time, and each of the Purchasers identified in Schedule A thereto, hereby confirms and agrees that the Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects after giving effect to the the dated as of March 9, 2015 (the First Amendment ) between the Company and the holders which are signatories thereto. The Guarantor confirms and agrees that all references in the Guaranty to the shall hereafter mean and be a reference to the as amended by the First Amendment. Dated March 9, 2015 DONALDSON COMPANY, INC. : /s/ Melissa A. Osland Name: Melissa A. Osland Title: Chief Financial Officer

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