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): July 25, 2017

WORTHINGTON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On July 28, 2017, Worthington Industries, Inc. (the “Company”) completed the public offering (the “2017 Notes Offering”) of $200 million aggregate principal amount of its 4.300% Notes due 2032 (the “Notes”). The Notes were offered pursuant to the prospectus supplement dated July 25, 2017, to the prospectus dated July 19, 2017 (together, the “Prospectus”), which forms part of the Company’s effective Registration Statement on Form S-3 (Registration No. 333-219349) filed with the Securities and Exchange Commission (the “SEC”) on July 19, 2017, 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 July 25, 2017 (the “Underwriting Agreement”), between the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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 Third Supplemental Indenture, dated as of July 28, 2017 (the “Third 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 effectively subordinated in right of payment to all of the obligations of the Company’s subsidiaries and effectively subordinated in right of payment 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 4.300% per annum and is payable semi-annually, in arrears, on February 1 and August 1 of each year, commencing February 1, 2018. The Notes will mature on August 1, 2032, 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 Third 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 Third 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 Third Supplemental Indenture) occurs and the Company has not previously exercised the Company’s 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.

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:

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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 $50 million in the Third 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.

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 the Company’s affiliates in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions. J.P. Morgan Securities LLC and PNC Capital Markets LLC serve as joint bookrunners and joint lead arrangers under the Company’s revolving credit facility. Affiliates of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC, U.S. Bancorp Investments, Inc. (such affiliate is also the Trustee under the Indenture), Wells Fargo Securities, LLC, Fifth Third Securities, Inc. and The Huntington Investment Company are lenders under the Company’s revolving credit facility. In addition, an affiliate of PNC Capital Markets LLC serves as administrative agent under the Company’s revolving credit facility, an affiliate of J.P. Morgan Securities LLC acts as syndication agent under the Company’s revolving credit facility and affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bancorp Investments, Inc. (such affiliate is also the Trustee under the Indenture) and Wells Fargo Securities, LLC act as co-documentation agents under the Company’s revolving credit facility. In addition, certain of the Underwriters are purchasers under the Company’s trade accounts receivable securitization facility.

The Company intends to use the net proceeds from the 2017 Notes Offering to repay the Company’s borrowings under the Company’s 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 2017 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 Third 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.

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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.

On July 25, 2017, the Company issued a news release announcing its intention to offer the Notes and the commencement of the 2017 Notes Offering. A copy of this news release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Also, on July 25, 2017, the Company issued a news release announcing the pricing of the 2017 Notes Offering. A copy of this news release is filed as Exhibit 99.2 to this Current Report on Form 8-K.

(a) through (c): Not applicable.

(d) Exhibits.

Attached hereto, or incorporated herein by reference, are agreements and other information related to the 2017 Notes Offering pursuant to the Registration Statement on Form S-3 (Registration No. 333-219349), filed with the SEC. The exhibits are expressly incorporated herein by reference.

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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.

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