MUELLER INDUSTRIES, INC. (NYSE:MLI) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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MUELLER INDUSTRIES, INC. (NYSE:MLI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

The information included in Item 2.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On March 9, 2017, Mueller Industries, Inc., a Delaware
corporation (the “Company”), entered into an Indenture, dated
as of March 9, 2017,
between the Company and Regions Bank, as trustee (the
“Trustee”), relating to the Company’s issuance of up to
$290,000,000 of the Company’s
6% Subordinated Debentures due 2027 (the “Debentures”) as part
of the special dividend (the “Special Dividend”) on the
Company’s common
stock (“Common Stock”). The Special Dividend consisted of $3.00
in cash and $5.00 in principal amount of the Debentures per share
of Common Stock
and was payable to holders of record of the Common Stock as of
the close of business on February 28, 2017. The Company issued
$287,672,000
principal amount of Debentures in connection with the Special
Dividend.
The Debentures bear interest at a rate of 6% per annum and mature
on March 1, 2027. Interest on the Debentures is payable on March
1
and September 1of each year (commencing on September 1, 2017), to
holders of record on the preceding February 15 and August 15.
Interest on the
Debentures will be calculated on the basis of a 360-day year
consisting of 12 months of 30 days each. The Debentures are
subordinated to all
of the Company’s senior indebtedness. The Debentures are
callable at the option of the Company, in whole or in part, at
any time or from time to time, subject to declining call premiums
during the first five years. The Debentures will also grant each
holder of the Debentures the right to
require the Company to repurchase such holder’s Debentures in
the event of a change of control, at declining repurchase
premiums during the first five years.
The Indenture provides that events of default include: failure to
pay interest on any Debenture when due and payable and such
failure
continues for 30 days; failure to pay principal of or premium, if
any, on any Debenture when due and payable; failure by the
Company to comply
for 60 days after notice with its other covenants and agreements
contained in the Indenture; and certain events of bankruptcy,
insolvency or
reorganization of the Company. If an event of default has
occurred and is continuing, the Trustee or the holders of at
least 25% in principal amount
of the outstanding Debentures may declare the principal of and
accrued and unpaid interest, if any, on all the Debentures to be
due and payable.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
4.1
Indenture, dated as of March 9, 2017, by and between
Mueller Industries, Inc. and Regions Bank, as trustee.
4.2 Form of 6% Subordinated Debenture due 2027 (included in
Exhibit 4.1).


About MUELLER INDUSTRIES, INC. (NYSE:MLI)

Mueller Industries, Inc. (Mueller) is a manufacturer of copper, brass, aluminum and plastic products. The Company operates through two segments: Plumbing & Refrigeration and Original Equipment Manufacturers (OEM). Its Plumbing & Refrigeration segment consists of Standard Products (SPD), Great Lakes Copper Ltd. (Great Lakes), European Operations and Mexican Operations. Its OEM segment consists of Industrial Products (IPD) and Engineered Products (EPD). The Company’s products include copper tube and fittings; brass and copper alloy rod, bar, and shapes; aluminum and brass forgings; aluminum and copper impact extrusions; plastic fittings and valves; refrigeration valves and fittings; fabricated tubular products; and steel nipples. The Company also resells imported brass and plastic plumbing valves, malleable iron fittings, faucets and plumbing specialty products. Mueller’s operations are located throughout the United States and in Canada, Mexico, Great Britain, and China.

MUELLER INDUSTRIES, INC. (NYSE:MLI) Recent Trading Information

MUELLER INDUSTRIES, INC. (NYSE:MLI) closed its last trading session up +0.42 at 33.60 with 583,406 shares trading hands.