Item 5. Other Information
ITEM 5. OTHER INFORMATION
Effective June 3, 2022, the Company entered into Amendment No. 2 (the “Amendment”) to the Amended and Restated Note Purchase and Private Shelf Agreement (the “Note Agreement”) with PGIM, Inc. (“Prudential”) and certain existing noteholders affiliated with Prudential named therein and, effective June 6, 2022, a modification (the “Modification”) to the credit agreement with BMO Harris. Among other things, the Amendment revises the definition of Consolidated EBITDA within the Note Agreement and the Modification revises definition of Consolidated EBITDA and Consolidated EBITR within the credit agreement. See Note 15 of the Notes to the unaudited Condensed Consolidated Financial Statements, which is incorporated herein by reference. The foregoing description of the Amendment and Modification is only a summary and is qualified in its entirety by reference to the full text of the Amendment and Modification, which are filed as exhibits to this Quarterly Report on this Form 10-Q.
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ITEM 6. EXHIBITS
Exhibit
No. Description SEC Document Reference
10.1 Oil-Dri BMO - Modification to BMO Harris Bank N.A. Credit Agreement .
Filed herewith.
10.2 Amendment No. 2 to Amended and Restated Note Purchase and Private Shelf Agreement .
Filed herewith.
11 Statement re: Computation of Earnings Per Share.
Filed herewith.
31 Certifications pursuant to Rule 13a–14(a).
Filed herewith.
32 Certifications pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.
Furnished herewith.
95 Mine Safety Disclosures .
Filed herewith.
101.SCH XBRL Taxonomy Extension Schema Document Filed herewith.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith.
101.LAB XBRL Taxonomy Extension Labels Linkbase Document Filed herewith.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Filed herewith.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101 Filed herewith.
Note: Stockholders may receive copies of the above listed exhibits, without fee, by written request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611-4213, by telephone at (312) 321-1515 or by e-mail to info@oildri.com.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OIL-DRI CORPORATION OF AMERICA
(Registrant)
BY /s/ Daniel S. Jaffee
Daniel S. Jaffee
Chairman, President and Chief Executive Officer
BY /s/ Susan M. Kreh
Susan M. Kreh
Chief Financial Officer
Dated: June 7, 2022
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the is authoritative for anything you rely on.