| Item 1.01 | Entry into a Material Definitive Agreement. |
Purchase Agreement
On September 23, 2024, Matthews International Corporation (“Matthews” or the “Company”), as issuer, and certain direct and indirect subsidiaries of Matthews, as guarantors, entered into a purchase agreement (the “Purchase Agreement”) with Truist Securities, Inc., as representative of the several initial purchasers named therein (the “Initial Purchasers”), regarding the issuance and sale of $300,000,000 aggregate principal amount of Matthews’ 8.625% Senior Secured Second Lien Notes due 2027 (the “Notes”) in the United States to qualified institutional buyers pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. Matthews expects that the Initial Purchasers and subsequent holders of the Notes will transfer the Notes pursuant to exemptions from the registration requirements of the Securities Act pursuant to either Rule 144A or Regulation S under the Securities Act. The Notes will be the Company’s senior secured obligations, will be guaranteed on a senior secured basis by all of the Company’s existing and future domestic subsidiaries that are borrowers under or guarantee the obligations under that certain Third Amended and Restated Loan Agreement (as amended, the “Credit Agreement”), by and among Matthews, the other Borrowers party thereto, Citizens Bank, N.A., as administrative agent, and the banks party thereto (the “U.S. Guarantors”), and will be guaranteed on a senior unsecured basis by all of the Company’s existing and future foreign subsidiaries that are borrowers under or guarantee the obligations under the Credit Agreement (the “Foreign Guarantors”). The Notes and the guarantees of the U.S. Guarantors will be secured by a second priority lien on substantially all of the Company’s and the U.S. Guarantors’ assets, subject to certain exceptions and permitted liens. Matthews intends to use the net proceeds from this offering, together with borrowings under the Company’s senior credit facility under the Credit Agreement, to redeem all of the Company’s outstanding 5.25% senior notes due December 1, 2025 (the “Existing 2025 Notes”) on or about October 24, 2024, and to pay accrued and unpaid interest on the Existing 2025 Notes, and to satisfy and discharge the indenture governing the Existing 2025 Notes. Matthews estimates that the net proceeds from the offering will be approximately $296.0 million, after deducting the Initial Purchasers’ discount and estimated expenses related to the offering.
Sixth Amendment to Third Amended and Restated Loan Agreement
On September 23, 2024, Matthews, the U.S. Guarantors and the Foreign Guarantors entered into a Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement. Pursuant to the Sixth Amendment, Matthews and the U.S. Guarantors have agreed to, concurrently with closing of the offering of the Notes, enter into a second amended and restated pledge agreement pursuant to which Matthews and the U.S. Guarantors will grant to the secured parties under the Credit Agreement a first priority lien on substantially all of Matthews’ and the U.S. Guarantors’ assets, subject to certain exceptions and permitted liens. Further, the Sixth Amendment permits issuance of the Notes and for the Notes to be secured by a second priority lien on substantially all of Matthews’ and the U.S. Guarantors’ assets, subject to certain exceptions and permitted liens. All other material terms of the Credit Agreement, including but not limited to, the aggregate principal amount of $750 million available under the Credit Facility remain unchanged and continue in full force and effect.
| Item 7.01 | Regulation FD Disclosure. |
On September 24, 2024, Matthews issued a press release announcing the pricing of its private offering of the Notes. A copy of a press release is attached hereto as Exhibit 99.1.
The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 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.
