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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

September 23, 2024

Date of Report (Date of earliest event reported)

1-13948

(Commission file number)

 

 

MATIV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   62-1612879
(State or other jurisdiction
of incorporation)
  (I.R.S. Employer
Identification No.)

 

100 Kimball Place, Suite 600  
Alpharetta, Georgia   30009
(Address of principal executive offices)   (Zip Code)

1-770-569-4229

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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, $0.10 par value   MATV   New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to 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 7.01

Regulation FD Disclosure

In connection with the Offering (as defined below), Mativ Holdings, Inc. (the “Company”) expects to make available the following information to prospective investors:

For the 12 months ended June 30, 2024, the Company’s Covenant Adjusted EBITDA was $248.3 million.

For the 12 months ended June 30, 2024, the Company’s total debt, total net debt, ratio of total debt to Covenant Adjusted EBITDA and ratio of net debt to Covenant Adjusted EBITDA were as follows:

 

Total debt(1)

   $ 1,160.5  

Total net debt(1)

   $ 1,027.6  

Ratio of total debt to Covenant Adjusted EBITDA(2)(3)

     4.7x  

Ratio of net debt to Covenant Adjusted EBITDA(2)(3)

     4.1x  

The following table presents reconciliations of the Company’s Adjusted EBITDA and Covenant Adjusted EBITDA to net income for the periods presented:

 

     For the 12
Months Ended
June 30,
    For the Six Months
Ended June 30,
    For the Years Ended
December 31,
 
($ in millions)    2024     2024     2023     2023     2022  

Net Income (Loss)

   $ (326.7   $ (29.4   $ (12.2   $ (309.5   $ (6.6

Less: Income (loss) from discontinued operations

     180.6       —        17.6       198.2       62.3  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss from continuing operations

     (507.3     (29.4     (29.8     (507.7     (68.9

Plus: Interest expense

     66.9       36.7       32.0       62.2       57.3  

Plus: Financing Fees(4)

     9.1       4.6       —        4.5       —   

Plus: Provision for income taxes

     14.1       (10.0     2.7       26.8       (27.6

Plus: Depreciation and amortization

     145.7       72.7       73.6       146.6       109.8  

Plus: Amortization of cloud-based software costs

     0.2       0.2       —        —        —   

Plus: Stock compensation expense

     5.3       3.0       2.6       4.9       9.5  

Plus: Inventory step up expense

     —        —        1.4       1.4       19.3  

Plus: Restructuring, restructuring related, impairment and other expenses(5)

     49.1       25.5       2.7       26.3       20.3  

Plus: Goodwill impairment(6)

     401.0       —        —        401.0       —   

Plus: Organizational realignment and integration costs(7)

     (13.0     6.5       19.5       —        —   

Plus: Cybersecurity expenses(8)

     —        —        —        —        5.7  

Plus: Acquisition/merger and integration related costs(9)

     32.4       —        —        32.4       68.9  

Plus: Divestiture costs(10)

     13.4       3.2       —        10.2       —   

Plus: Litigation/tax settlement

     —        —        4.9       4.9       —   

Plus: Other expense (income), net

     0.9       (0.6     (1.6     (0.1     (1.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 217.8     $ 112.4     $ 108.0     $ 213.4     $ 193.2  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other Credit Agreement adjustments(11)

     30.5       —        —        43.4       —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Covenant Adjusted EBITDA

   $ 248.3         $ 256.8    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (1)

As of June 30, 2024, on an as adjusted basis after giving effect to the issuance and sale of the Notes (as defined below) in the Offering and the Company’s use of the net proceeds therefrom as described below, the Company would have had approximately $1,160.5 million of total indebtedness, including the Notes, and $1,027.6 million of net debt (total indebtedness less cash and cash equivalents (excluding $0.6 million of restricted cash) of $132.8 million). The Company’s total debt and net debt presented above: (a) represent the aggregate principal amount of debt without giving effect to discount or premium; (b) include the current and long-term portions of finance lease obligations ($18.6 million); and (c) include debt issuance costs ($(23.5) million).


  (2)

In addition to financial measures prepared in accordance with GAAP, the Company also uses measures such as Adjusted EBITDA and Covenant Adjusted EBITDA as supplemental financial measures, as its management believes these measures provide additional information regarding the Company’s performance and because they are important measures by which its management assesses the profitability, cash flows and liquidity of the Company’s business. Adjusted EBITDA and Covenant Adjusted EBITDA should not be considered alternatives to net income as measures of operating performance or measures of liquidity. Adjusted EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization as adjusted for the items set forth in the table below. Covenant Adjusted EBITDA is defined as Adjusted EBITDA as further adjusted as provided under the Company’s Credit Agreement.

The Company’s presentation of Adjusted EBITDA and Covenant Adjusted EBITDA should not be construed as an implication that its future results will be unaffected by unusual or non-recurring items.

 

  (3)

The ratio of total debt to Covenant Adjusted EBITDA is determined by dividing total debt by Covenant Adjusted EBITDA on an as adjusted basis after giving effect to the issuance and sale of the Notes in the Offering and the Company’s use of the net proceeds therefrom as described below. The ratio of net debt to Covenant Adjusted EBITDA is determined by dividing net debt by Covenant Adjusted EBITDA on an as adjusted basis after giving effect to the issuance and sale of the Notes in the Offering and the Company’s use of the net proceeds therefrom as described below.

 

  (4)

Financing fees incurred for the accounts receivables sales agreement to sell certain trade receivables arising from revenue transactions of the Company’s U.S. subsidiaries on a revolving basis.

 

  (5)

Represents expenses incurred under the Company’s restructuring programs related to manufacturing and cost optimization.

 

  (6)

Represents a non-cash impairment charge related to certain reporting units included in the Company’s former Advanced Technical Materials reportable segment.

 

  (7)

Represents costs incurred in connection with the Company’s organizational realignment effective during the first quarter of 2024.

 

  (8)

Represents expenses incurred to investigate and remediate a cyberattack that the Company became aware of during the third quarter of 2022.

 

  (9)

Represents costs incurred in connection with the merger with Neenah, Inc., which the Company completed on July 6, 2022.

 

  (10)

Represents costs related to the sale of the Engineered Papers Business, which the Company completed on November 30, 2023.

 

  (11)

Includes adjustments under the Credit Agreement for synergies, loss on sale of assets and other.

This information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filings.

 

Item 8.01

Other Events

On September 23, 2024, the Company announced that it intends to offer (the “Offering”), subject to market and customary conditions, $400 million in aggregate principal amount of senior notes due 2029 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be senior unsecured obligations of the Company and will be guaranteed by each of the Company’s existing and future wholly owned subsidiaries that is a borrower under or that guarantees obligations under its credit agreement or that guarantees certain other indebtedness, subject to certain exceptions. The Company expects to use the proceeds from the offering of the Notes (i) to redeem its 6.875% Senior Notes due 2026 (“2026 Notes”) and (ii) to repay approximately $43 million aggregate principal amount of outstanding borrowings under the term loan B facility under its credit agreement. A copy of the press release announcing these matters is attached hereto as Exhibit 99.1 and is incorporated herein.

This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sales would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Current Report on Form 8-K does not constitute an offer to redeem or sell any of the 2026 Notes and does not constitute a notice of redemption of the 2026 Notes or a notice of satisfaction and discharge with respect to the related indenture.


Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.

  

Description of Exhibit

99.1    Press Release of Mativ Holdings, Inc. dated September 23, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 

  MATIV HOLDINGS, INC.
  (Registrant)
By:  

/s/ Greg Weitzel

  Greg Weitzel
  Executive Vice President and Chief Financial Officer

Dated: September 23, 2024

Exhibit 99.1

 

LOGO

MATIV HOLDINGS, INC. ANNOUNCES PROPOSED PRIVATE OFFERING

OF $400 MILLION OF SENIOR NOTES

ALPHARETTA, GA – September 23, 2024 – Mativ Holdings, Inc. (“Mativ” or the “Company”) (NYSE: MATV) today announced that it has commenced a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to market and other conditions, of $400,000,000 in aggregate principal amount of senior notes due 2029 (the “Notes”). The Notes will be senior unsecured obligations of the Company and will be guaranteed by each of the Company’s existing and future wholly owned subsidiaries that is a borrower under or that guarantees obligations under its credit agreement or that guarantees certain other indebtedness, subject to certain exceptions. The Company intends to use the net proceeds from the offering (i) to redeem its 6.875% Senior Notes due 2026 (“2026 Notes”) and (ii) to repay approximately $43 million aggregate principal amount of outstanding borrowings under the term loan B facility under its credit agreement.

The Notes and the related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements under the Securities Act and any applicable securities laws of any other jurisdiction.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sales would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This press release does not constitute an offer to redeem or sell any of the 2026 Notes and does not constitute a notice of redemption of the 2026 Notes or satisfaction and discharge of the related indenture.

About Mativ

Mativ Holdings, Inc. is a global leader in specialty materials, solving our customers’ most complex challenges by engineering bold, innovative solutions that connect, protect and purify our world. Headquartered in Alpharetta, Georgia, we manufacture on three continents and generate sales in over 100 countries through our family of business-to-business and consumer product brands. The company’s two operating segments, Filtration & Advanced Materials and Sustainable & Adhesive Solutions, target premium applications across diversified and growing categories. Our broad portfolio of technologies combines polymers, fibers and resins to optimize the performance of our customers’ products across multiple stages of the value chain. Our leading positions are a testament to our best-in-class global manufacturing, supply chain and materials science capabilities. We drive innovation and enhance performance, finding potential in the impossible.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) that are subject to the safe harbor created by the Act and other legal protections. Forward-looking statements include, without limitation, those regarding the incurrence of additional debt and expected maturities of the Company’s debt obligations, the adequacy of our sources of liquidity and capital, acquisition integration and growth prospects, the cost and timing of our restructuring actions, our expectations regarding our organizational realignment plan, the impact of ongoing litigation matters and environmental claims, the amount of capital spending and/or common stock repurchases, future cash flows, purchase accounting impacts, impacts and timing of our ongoing operational excellence and other cost-reduction and cost-optimization initiatives, profitability, and cash flow, the expected benefits and accretion of the merger with Neenah, Inc. and integration, whether the strategic benefits of the EP Divestiture (as defined below) can be achieved and other statements generally identified by words such as “believe,” “expect,” “intend,” “guidance,” “plan,” “forecast,” “potential,” “anticipate,” “confident,” “project,” “appear,” “future,” “should,” “likely,” “could,” “may,” “will,” “typically” and similar words.

These forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Company’s business shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from our expectations as of the date of this report. These risks include, among other things, those set forth in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023, and otherwise in our reports


and filings with the Securities and Exchange Commission (“SEC”), as well as the following factors: risks associated with the implementation of our strategic growth initiatives, including diversification, and the Company’s understanding of, and entry into, new industries and technologies; risks associated with acquisitions, dispositions, strategic transactions and global asset realignment initiatives of Mativ, including the recent divestiture of our Engineered Papers business (the “EP Divestiture”); adverse changes in our end-market sectors impacting key customers; changes in the source and intensity of competition in our commercial end-markets; adverse changes in sales or production volumes, pricing and/or manufacturing costs; seasonal or cyclical market and industry fluctuations which may result in reduced net sales and operating profits during certain periods; risks associated with our technological advantages in our intellectual property and the likelihood that our current technological advantages are unable to continue indefinitely; supply chain disruptions, including the failure of one or more material suppliers, including energy, resin, fiber, and chemical suppliers, to supply materials as needed to maintain our product plans and cost structure; increases in operating costs due to inflation and continuing increases in the inflation rate or otherwise, such as labor expense, compensation and benefits costs; our ability to attract and retain key personnel, labor shortages, labor strikes, stoppages or other disruptions; changes in general economic, financial and credit conditions in the U.S., Europe, China and elsewhere, including the impact thereof on currency exchange rates (including any weakening of the Euro) and on interest rates; a failure in our risk management and/or currency or interest rate swaps and hedging programs, including the failures of any insurance company or counterparty; changes in the manner in which we finance our debt and future capital needs, including potential acquisitions; changes in tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities; uncertainty as to the long-term value of the common stock of Mativ; changes in employment, wage and hour laws and regulations in the U.S. and elsewhere, including unionization rules and regulations by the National Labor Relations Board, equal pay initiatives, additional anti-discrimination rules or tests and different interpretations of exemptions from overtime laws; the impact of tariffs, and the imposition of any future additional tariffs and other trade barriers, and the effects of retaliatory trade measures; existing and future governmental regulation and the enforcement thereof that may materially restrict or adversely affect how we conduct business and our financial results; weather conditions, including potential impacts, if any, from climate change, known and unknown, and natural disasters or unusual weather events; international conflicts and disputes, such as the ongoing conflict between Russia and Ukraine, the war between Israel and Hamas and the broader regional conflict in the Middle East, which restrict our ability to supply products into affected regions, due to the corresponding effects on demand, the application of international sanctions, or practical consequences on transportation, banking transactions, and other commercial activities in troubled regions; compliance with the U.S. Foreign Corrupt Practices Act and other anti-corruption laws or trade control laws, as well as other laws governing our operations; risks associated with pandemics and other public health emergencies, including the COVID-19 pandemic and its variant strains; the number, type, outcomes (by judgment or settlement) and costs of legal, tax, regulatory or administrative proceedings, litigation and/or amnesty programs; increased scrutiny from stakeholders related to environmental, social and governance (“ESG”) matters, as well as our ability to achieve our broader ESG goals and objectives; costs and timing of implementation of any upgrades or changes to our information technology systems; failure by us to comply with any privacy or data security laws or to protect against theft of customer, employee and corporate sensitive information; information technology system failures, data security breaches, network disruptions, and cybersecurity events; and other factors described elsewhere in this document and from time to time in documents that we file with the SEC.

All forward-looking statements made in this press release are qualified by these cautionary statements. Forward-looking statements herein are made only as of the date of this press release, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.

Media Contact

Leah Sherman-Jones

Corporate Communications

media@mativ.com

Investor Contact

Chris Kuepper

Director, Investor Relations

investors@mativ.com

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Document and Entity Information
Sep. 23, 2024
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Entity Central Index Key 0001000623
Document Type 8-K
Document Period End Date Sep. 23, 2024
Entity File Number 1-13948
Entity Registrant Name MATIV HOLDINGS, INC.
Entity Incorporation State Country Code DE
Entity Tax Identification Number 62-1612879
Entity Address, Address Line One 100 Kimball Place
Entity Address, Address Line Two Suite 600
Entity Address, City or Town Alpharetta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30009
City Area Code 1-770
Local Phone Number 569-4229
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Security 12b Title Common Stock, $0.10 par value
Trading Symbol MATV
Security Exchange Name NYSE
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