UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On September 23, 2024, Matthews International Corporation (“Matthews,” “our” or “we”) issued a press release announcing a proposed private offering of senior secured second lien notes due 2027 (the “New Notes”). At or prior to the closing of the offering of the New Notes, the Company intends to amend its senior credit facility to, among other things, permit the New Notes to be secured by a second priority lien on substantially all of our and certain of our domestic subsidiaries’ assets, and the Company and certain of its domestic subsidiaries intend to enter into a second amended and restated pledge and security agreement pursuant to which the Company and such subsidiaries will grant to the secured parties under the senior credit facility a first priority lien on substantially all of the Company’s and such subsidiaries’ assets.
The net proceeds from the offering of the New Notes, together with borrowings under the Company’s senior credit facility, will be used to redeem all of Matthews’ outstanding senior notes due December 2025 and to satisfy and discharge the indenture governing such notes in accordance with its terms. A copy of the press release is attached hereto as Exhibit 99.1.
In connection with such offering, Matthews made certain updates to an investor presentation utilized by Matthews to reflect the inclusion of certain non-GAAP performance measures, namely, adjusted free cash flow from operations, secured net debt leverage ratio and net debt leverage ratio. A copy of the slides reflecting such updated information is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2 attached hereto) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Certain statements in this Form 8-K are “forward-looking statements” that are subject to risks and uncertainties. These forward-looking statements are based on management’s current expectations, and as a result of certain risks and uncertainties, actual events or results may differ materially from those contained in the forward-looking statements, including those factors set forth in Matthews’ public filings. These documents contain and identify important factors that could cause the actual results for Matthews on a consolidated basis to differ materially from those contained in Matthews’ forward-looking statements. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of this announcement, and Matthews disclaims any obligation to update information contained in these forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated September 23, 2024, issued by Matthews International Corporation | |
| 99.2 | Selected Matthews International Corporation presentation slides | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| MATTHEWS INTERNATIONAL CORPORATION | ||||
| (Registrant) | ||||
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By: | /s/ Steven F. Nicola | ||
| Steven F. Nicola | ||||
| Chief Financial Officer and Secretary | ||||
Date: September 23, 2024