UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 13, 2022
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Matrix Service Company
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | 001-15461 | 73-1352174 | ||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
5100 East Skelly Drive, Suite 500, Tulsa, Oklahoma 74135
(Address of principal executive offices and zip code)
918-838-8822
(Registrant’s Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.01 per share | MTRX | NASDAQ Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. | ||||
On June 13, 2022, Matrix Service, Inc. (“MSI”), a subsidiary of Matrix Service Company (the “Company”), entered into a real estate Purchase and Sale Agreement dated effective June 9, 2022 (the “Purchase and Sale Agreement”) pursuant to which MSI agreed to sell its fabrication facility, regional offices and warehouse located in Orange, California (the “Orange CA Facilities”) for a purchase price of $37.6 million. The closing under the Purchase and Sale Agreement is scheduled to take place on June 22, 2022.
The Company decided to sell the Orange CA Facilities given the increased real estate market in Southern California and favorable tax treatment available for the transaction. In connection with and upon closing of the Purchase and Sale Agreement, MSI will enter into a Lease Agreement (the “Lease”) pursuant to which MSI will lease the Orange CA Facilities for a period of fifteen (15) months from the closing date with the option to renew the term for up to three (3) three (3) month periods following the initial term (a total of 24 months if all renewal options are exercised). The Lease gives the Company up to 24 months to relocate its continuing west coast operations to a new facility.
SIGNATURES
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.
| Matrix Service Company | ||||||||||||||
| Dated: June 17, 2022 | By: | /s/ Kevin S. Cavanah | ||||||||||||
| Kevin S. Cavanah | ||||||||||||||
| Vice President and Chief Financial Officer | ||||||||||||||