8-K
filed December 5, 2023, 6:59 PM ET
ticker WS
CIK 0001968487
other material
confidence high
sentiment neutral
materiality 0.85
Worthington Steel, Inc. (WS): M&A transaction — Worthington Steel completes spin-off from Worthington Enterprises, begins trading on NYSE under WS
Worthington Steel, Inc.
- Separation effective Dec 1, 2023; each Worthington Enterprises share converted to one Worthington Steel share.
- Entered $550M asset-based revolving credit facility with PNC Bank, maturing Nov 30, 2028; proceeds used for $150M cash distribution and general purposes.
- Board expanded from 3 to 10 directors; Jeff Klingler resigned; new committee chairs appointed.
- Adopted 2023 Long-Term Incentive Plan (8M shares) and 2023 Directors Equity Plan (1M shares) effective Dec 1, 2023.
- Credit facility secured by accounts and inventory; interest based on SOFR or base rate plus margin of 1.25%-1.75%.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles M. Chiappone was appointed as Director at Worthington Steel, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jon J. Bowsher was appointed as Director at Worthington Steel, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sidney A. Ribeau was appointed as Director at Worthington Steel, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Schiavo was appointed as Director at Worthington Steel, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John B. Blystone was appointed as Director at Worthington Steel, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John H. McConnell II was appointed as Director at Worthington Steel, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nancy G. Mistretta was appointed as Director at Worthington Steel, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeff K. Klingler resigned as Director at Worthington Steel, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 1, 2023, in connection with and effective upon the consummation of the Separation, Jeff K. Klingler resigned from the Board of Directors of Worthington Steel (the “ Board ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
George P. Stoe was appointed as Director at Worthington Steel, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
Worthington Steel, Inc.: Amended Articles of Incorporation became effective in connection with the Separation (effective 2023-11-30).
- Change
- charter amendment
- Effective
- 2023-11-30
Exact text from the filing
the Company’s Amended Articles of Incorporation and Amended Regulations became effective.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
Worthington Steel, Inc.: Amended Regulations became effective in connection with the Separation (effective 2023-11-30).
- Change
- bylaw amendment
- Effective
- 2023-11-30
Exact text from the filing
the Company’s Amended Articles of Incorporation and Amended Regulations became effective.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.98
Worthington Steel, Inc. underwent a change of control involving Worthington Enterprises, Inc. for pro rata distribution of 100% of the outstanding common shares of Worthington Steel to holders of record of Worthington Enterprises common shares (closed 2023-12-01).
- Action
- change of control
- Counterparty
- Worthington Enterprises, Inc.
- Consideration
- pro rata distribution of 100% of the outstanding common shares of Worthington Steel to holders of record of Worthington Enterprises common shares
- Closing
- 2023-12-01
Exact text from the filing
(“ Worthington Steel ,” the “ Company ,” “ we ,” “ us ” or “ our ”) from Worthington Enterprises, Inc. (formerly known as Worthington Industries, Inc.) (“ Worthington Enterprises ”) was completed.
View on SEC.gov
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