MYERS INDUSTRIES, INC. (NYSE:MYE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
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Entry into a Material Definitive Agreement. |
Credit Agreement
On March8, 2017, Myers Industries, Inc. (the Company) entered
into a Fifth Amended and Restated Loan Agreement (the Loan
Agreement) with MYE Canada Operations Inc., Scepter Canada Inc.
and the other foreign subsidiary borrowers identified therein,
the lenders identified therein and JPMorgan Chase Bank, National
Association, as administrative agent. The agreement provides for
a $200million senior revolving credit facility expiring on
March8, 2022, which replaces the Companys existing $300million
facility. Amounts borrowed under the credit facility are secured
by pledges of stock of certain of the Companys foreign
subsidiaries and guaranties of certain of its domestic
subsidiaries.
The amended facility extends the term of the facility by
approximately three years and provides for a maximum commitment
amount of up to $200million, which includes a letter of credit
subfacility and swingline subfacility. Amounts borrowed under the
amended facility will be used to replace the amounts outstanding
under the Companys existing loan agreement and for working
capital and general corporate purposes. The Loan Agreement also
has an accordion feature, which allows the Company to increase
the availability by up to $200million upon the satisfaction of
certain conditions. Borrowings will bear interest at the LIBOR
rate, prime rate, federal funds effective rate, the Canadian
deposit offered rate, or the eurocurrency reference rate
depending on the type of loan requested by the Company, in each
case plus the applicable margin as set forth in the Loan
Agreement. The Loan Agreement contains certain financial
covenants that require the Company to maintain less than a
maximum debt to EBITDA ratio and more than a minimum interest
coverage ratio, as well as other customary terms and conditions.
The foregoing description of the Loan Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Loan Agreement attached to this Form 8-K as
Exhibit 10.1 and incorporated herein by reference. The Company
announced its entry into the Loan Agreement in the press release
attached hereto. The full text of the press release issued in
connection with the announcement is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
Note Purchase Agreement
Also on March8, 2017, the Company entered into a Second Amendment
to the Note Purchase Agreement (the Note Purchase Amendment) with
the subsidiary guarantors identified therein and each of the
institutions which is a signatory thereto. The Note Purchase
Amendment revises, among other things, certain of the financial
covenants and definitions to correspond with the changes made to
the Companys Loan Agreement.
The foregoing description of the Note Purchase Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Note Purchase Amendment
attached to this Form 8-K as Exhibit 10.2 and incorporated herein
by reference.
| Item2.02. |
Results of Operations and Financial Condition |
On March9, 2017, the Company issued a press release announcing
earnings results for the fiscal year and the quarter ended
December31, 2016. The full text of the press release issued in
connection with the announcement is attached as Exhibit 99.1 to
this Current Report on Form 8-K. In addition, a copy of
the slide materials, which will be discussed during the Companys
earnings conference call at 10:00 a.m. Eastern Time on March9,
2017, is attached as Exhibit 99.2 to this Current Report on Form
8-K. Information about the call can be found in the press release
attached as Exhibit 99.1 to this Current Report on Form
8-K.
The information in
this report (including the exhibit) is furnished to Item 2.02.
Results of Operations and Financial Condition and shall not be
deemed to be filed for purposes of Section18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of
that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933,
unless incorporated by specific reference in such filing.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. |
The disclosure in
Item 1.01 and Exhibits 10.1 and 10.2 of this report are
incorporated herein by reference.
| Item2.05. |
Costs Associated with Exit or Disposal Activities. |
On March6, 2017,
the Company announced the implementation of certain actions under
a restructuring plan (the Plan) to improve the Companys
organizational structure and operational efficiency (which is
also described in the press release attached hereto as Exhibit
99.1). In connection with the Plan, the Company expects to record
a restructuring charge of approximately $10million in 2017; of
this amount, the Company expects restructuring-related costs such
as equipment relocation, facility shutdown and other
implementation costs of about $5.5million and employee severance
and other employee related costs of approximately $2.5million.
Non-cash charges relating to these restructuring actions,
primarily potential impairments of property, plant and equipment
are expected to be approximately $2.0million.These actions under
the Plan are expected to be substantially completed by the end of
2017. The actual timing and costs of the Plan may differ
materially from the Companys current expectations and
estimates.
| Item7.01. | Regulation FD Disclosure |
See Item 2.02
Results of Operations and Financial Condition above.
| Item9.01. | Financial Statements and Exhibits. |
(d)
Exhibits
| 10.1 |
Fifth Amended and Restated Loan Agreement, dated March8, 2017, among Myers Industries, Inc., MYE Canada Operations Inc., Scepter Canada Inc. and the other foreign subsidiary borrowers, the lenders and JPMorgan Chase Bank, National Association, as administrative agent |
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| 10.2 |
Second Amendment to the Note Purchase Agreement among the Subsidiary Guarantors identified therein and each of the institutions which is a signatory thereto, dated March8, 2017 |
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| 99.1 |
Press Release by the Company regarding earnings results dated March9, 2017 |
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| 99.2 |
Earnings Presentation Fourth Quarter and Full Year 2016 by the Company dated March9, 2017 |
About MYERS INDUSTRIES, INC. (NYSE:MYE)
Myers Industries, Inc. is an international manufacturing and distribution company. The Company operates through two segments: Material Handling, which designs, manufactures and markets a range of plastic and metal products, and Distribution, which is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive undervehicle repair and the manufacture of tire repair and retreading products. The Material Handling segment offers products under the brands, including Buckhorn, Novel, Jamco Products and Akro-Mils. The Distribution segment offers products under the brands, including the Myers Tire Supply, Myers Tire Supply International and Patch Rubber Company brands. It operates approximately 20 manufacturing facilities, 20 sales offices, four distribution centers and over three distribution branches located across North, Central and South America. It offers approximately 15,500 manufactured products and 12,500 distributed products. MYERS INDUSTRIES, INC. (NYSE:MYE) Recent Trading Information
MYERS INDUSTRIES, INC. (NYSE:MYE) closed its last trading session down -0.10 at 13.35 with 46,369 shares trading hands.
