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
Date of report (Date of earliest event reported) May 30, 2014
MYERS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Ohio | 1-8524 | 34-0778636 | ||
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification Number) |
1293 South Main Street, Akron, OH | 44301 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, including area code (330) 253-5592
(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)) |
Item 1.01 . | Entry into a Material Definitive Agreement . |
Purchase Agreements
On May 30, 2014, a wholly-owned subsidiary of Myers Industries, Inc. (the Company) entered into an Asset Purchase Agreement to purchase substantially all of the assets of Scepter Corporation and certain real property of SHI Properties Inc., both located in Scarborough, Ontario. Contemporaneously with the signing of the Asset Purchase Agreement, another wholly-owned subsidiary of the Company entered into a Unit Purchase Agreement to purchase all of the issued and outstanding membership interests of Eco One Leasing, LLC and Scepter Manufacturing, LLC, both located in Miami, Oklahoma. The total purchase price for these acquisitions will be $165 million in cash, subject to adjustment for working capital and other specified items. The Company anticipates that these acquisitions will close within approximately thirty days upon satisfaction of all conditions precedent to closing.
Both purchase agreements contain customary representations and warranties and covenants by each party. Both parties are obligated, subject to certain limitations, to indemnify the other for certain customary and other specified matters, including breaches of representations and warranties, nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.
The Company issued a press release announcing the entrance into the purchase agreements. 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.
Credit Amendment
On May 30, 2014, the Company entered into a First Amendment to Fourth Amended and Restated Loan Agreement (the Loan Amendment) with the other foreign subsidiary borrowers identified therein, the lenders identified therein and JPMorgan Chase Bank, National Association, as administrative agent. The Loan Amendment increases the senior revolving credit facility from $200 million to $300 million and joins an additional subsidiary of the Company as a borrower and another subsidiary of the Company as a guarantor of the credit facility.
The foregoing description of the Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Amendment attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference. The Company issued a press release announcing the Companys entrance into the Loan Amendment. 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.
Item 2.03 . | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant . |
The disclosure in Item 1.01 regarding the Credit Amendment and Exhibit 10.1 of this report are incorporated herein by reference.
Item 7.01 . | Regulation FD Disclosure . |
In connection with the signing of the purchase agreements disclosed above in Item 1.01, the Company prepared an investor presentation regarding the Scepter Acquisition. A copy of the investor presentation is attached to this Current Report on Form 8-K as Exhibit 99.2. The presentation will also be available on the Investor Relations Financial Presentations portion of the companys website at www.myersindustries.com.
Item 8.01 . | Other Events . |
On May 30, 2014, the Company issued a press release announcing that it has engaged the investment bank William Blair & Company to commence the sale of its Lawn and Garden Segment. 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.
Item 9.01 . | Financial Statements and Exhibits . |
(d) Exhibits
10.1 | First Amendment to Fourth Amended and Restated Loan Agreement among Myers Industries, Inc., the foreign subsidiary borrowers, the lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated May 30, 2014. | |
99.1 | Press Release dated May 30, 2014 | |
99.2 | Scepter Acquisition Presentation dated June 2014 |
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.
Myers Industries, Inc. | ||||||
(Registrant) | ||||||
DATE June 4, 2014 | By: |
/s/ Greggory W. Branning |
||||
Greggory W. Branning | ||||||
Senior Vice President, Chief Financial Officer and Corporate Secretary |
Exhibit 10.1
Execution Copy
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT, dated as of May 30, 2014 (this Amendment), is among MYERS INDUSTRIES, INC., an Ohio corporation (the Company), the foreign subsidiary borrowers party hereto (the Foreign Subsidiary Borrowers, and together with the Company, the Borrowers), the lenders party hereto (collectively, the Lenders) and JPMORGAN CHASE BANK, N.A., a national banking association, as agent for the Lenders (in such capacity, the Administrative Agent).
RECITALS
A. The Borrowers, the Administrative Agent and the Lenders are parties to a Fourth Amended and Restated Loan Agreement dated as of December 13, 2013 (the Loan Agreement).
B. The Borrowers desire to amend the Loan Agreement, and the Administrative Agent and the Lenders are willing to do so in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:
ARTICLE I. AMENDMENTS . Upon fulfillment of the conditions set forth in Article III hereof, the Loan Agreement shall be amended as follows:
1.1 The following definitions are added to Section 1.1 of the Loan Agreement:
Canadian AML Legislation means the Canadian Proceeds of Crime Act and any other applicable anti-money laundering, anti-terrorist financing, government sanction and know your client laws, under the laws of Canada, including any guidelines or orders thereunder.
Canadian Proceeds of Crime Act means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended from time to time, and including all regulations thereunder.
First Amendment means the First Amendment to this Agreement.
First Amendment Effective Date means the date the First Amendment is effective.
Scepter Acquisition means the acquisition of all or substantially all of the assets of Scepter Corporation, an Ontario corporation, and certain real property of SHI Properties, Inc., an Ontario corporation, by CA Acquisition Inc., and of all of the membership interests of Scepter Manufacturing, LLC, a Delaware limited liability company, and Eco One Leasing, LLC, a Delaware limited liability company, by Crown US Acquisition Company.
1.2 The following definitions in Section 1.1 of the Loan Agreement are restated as follows:
Aggregate Commitments means, as at any date of determination, the aggregate amount, stated in U.S. Dollars, of the Commitments of all Lenders. As of the First Amendment Effective Date, the Aggregate Commitments equal $300,000,000.
Sanctions means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the Canadian government or any other applicable jurisdiction.
1.3 The reference in Section 2.1(c)(v) to $50,000,000 is replaced with $200,000,000.
1.4 The period at the end of clause (vi) of Section 2.1(c) is replaced with ; and, and the following new clause (vii) is added immediately thereafter:
(vii) prior to the closing of the Scepter Acquisition in accordance with Section 6.13(viii) hereof, (x) the U.S. Dollar Equivalent of the aggregate principal amount of the Aggregate Credit Exposure at any time shall not exceed $200,000,000 and (y) the U.S. Dollar Equivalent of the Credit Exposure of any Lender shall not exceed the Commitment of such Lender immediately prior to, and without giving effect to, the First Amendment.
1.5 Section 2.19(a)(iii) is restated as follows:
(iii) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Company), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.19(a) after the First Amendment Effective Date plus (y) the outstanding amount of all New Term Loans made under Section 2.19(b) after the First Amendment Effective Date to exceed $100,000,000;
1.6 Section 2.19(b)(iii) is restated as follows:
(iii) the amount of each such New Term Loan shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Company), and shall not cause the sum of (x) the aggregate increases in the Commitments under Section 2.19(a) after the First Amendment Effective Date plus (y) the outstanding amount of any such New Term Loan and any other New Term Loans made under this Section 2.19(b), in each case after the First Amendment Effective Date, to exceed $100,000,000;
1.7 Section 6.13(viii) is re-designated as Section 6.13(ix), and the following new Section 6.13(viii) is added immediately prior thereto:
(viii) the Scepter Acquisition, provided that no Default or Unmatured Default exists or would be caused by the Scepter Acquisition and the aggregate amount of consideration (including without limitation all direct payments, all earnout and other deferred payments, all Indebtedness and other obligations assumed or incurred and any other form of consideration) paid or payable for the Scepter Acquisition does not exceed $175,000,000.
-2-
1.8 The following new Section 10.16 is added to the Credit Agreement:
10.16. Canadian AML Legislation . Each Borrower acknowledges that, pursuant to the Canadian AML Legislation, the Administrative Agent and Lenders may be required to obtain, verify and record information regarding each Borrower, its respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Borrower, and the transactions contemplated hereby. The Borrowers shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or Administrative Agent, or any prospective assign or participant of a Lender or Administrative Agent, necessary in order to comply with any applicable Canadian AML Legislation, whether now or hereafter in existence.
1.9 Schedules 1.1(a) and 1.1(c) to the Credit Agreement are replaced with Schedules 1.1(a) and 1.1 (c) hereto, respectively.
ARTICLE II. REPRESENTATIONS . Each Borrower and Guarantor (by signing the Consent and Agreement hereto) represents and warrants to the Administrative Agent and the Lenders that:
2.1 The execution, delivery and performance of this Amendment is within its powers, has been duly authorized and is not in contravention of any statute, law or regulation known to it or of any terms of its Articles of Incorporation or By-laws, or of any material agreement or undertaking to which it is a party or by which it is bound.
2.2 This Amendment is its legal, valid and binding obligation, enforceable against each in accordance with the terms hereof, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally and by general principles of equity.
2.3 After giving effect to this Amendment, the representations and warranties contained in Article V of the Loan Agreement and in the other Loan Documents are true in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof except to the extent that such representations and warranties expressly relate to an earlier date.
2.4 Before and after giving effect to this Amendment, no Default or Unmatured Default exists or has occurred and is continuing on the date hereof. No Default or Event of Default under and as defined in the Senior Note Purchase Agreement exists or has occurred and is continuing on the date hereof.
2.5 CA Acquisition Inc. has been added as a Foreign Subsidiary Borrower and Crown US Acquisition Company has been added as a Guarantor, in each case as of the date hereof and immediately prior to the time this Amendment is effective.
-3-
ARTICLE III. CONDITIONS OF EFFECTIVENESS . This Amendment shall become effective as of the date hereof when each of the following conditions is satisfied:
3.1 The Borrowers and the Required Lenders shall have signed this Amendment.
3.2 The Guarantors shall have signed the Consent and Agreement hereto.
3.3 All fees (including without limitation all upfront fees to the Lenders) required to be paid, and all reasonable expenses for which invoices have been presented, as of the date hereof shall be paid.
3.4 The Administrative Agent shall have received such resolutions and certificates of the Borrowers and the Guarantors, such opinions of counsel, such documents with respect to the Scepter Acquisition and such other documents and instruments, in each case as the Administrative Agent may reasonably request, including without limitation an amendment to the existing Pledge Agreement to add a pledge of 65% of the Capital Stock of CA Acquisition Inc.
ARTICLE IV. MISCELLANEOUS .
4.1 References in the Loan Agreement or in any other Loan Document to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby and as further amended from time to time.
4.2 Except as expressly amended hereby, the Borrowers and Guarantors (by signing the Consent and Agreement hereto) agree that the Loan Agreement and all other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that they have no set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. Each of the Borrowers and the Guarantors (by signing the Consent and Agreement hereto) acknowledges and agrees that the Administrative Agent and the Lenders have fully performed all of their obligations under all Loan Documents or otherwise with respect to the Borrowers and the Guarantors, all actions taken by the Administrative Agent and the Lenders are reasonable and appropriate under the circumstances and within their rights under the Loan Documents and they are not aware of any currently existing claims or causes of action against the Administrative Agent or any Lender, any Subsidiary or Affiliate thereof or any of their successors or assigns, and waives any such claims or causes of action of which they are aware. The amendment contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein.
4.3 Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. This Amendment is a Loan Document. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures or signatures sent by other electronic imaging shall be effective as originals.
-4-
IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed and delivered as of the day and year first above written.
MYERS INDUSTRIES, INC | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Senior Vice President, Chief Financial Officer |
|
and Corporate Secretary |
||
Foreign Subsidiary Borrowers: | ||
MYE CANADA OPERATIONS INC. | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Vice President and Chief Financial Officer |
|
CA ACQUISITION INC. | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Vice President and Chief Financial Officer |
-5-
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender | ||
By: |
/s/ Dana J. Moran |
|
Print Name: |
Dana J. Moran |
|
Title: |
Vice President |
|
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, TORONTO BRANCH, as the Affiliate designated by JPMorgan Chase Bank, National Association to make Pro Rata Foreign Currency Loans to the Canadian Borrower on its behalf | ||
By: |
/s/ Michael N. Tam |
|
Print Name: |
Michael N. Tam |
|
Title: |
Senior Vice President |
-6-
KEYBANK NATIONAL ASSOCIATION, as a Documentation Agent and as a Lender | ||
By: |
/s/ Brian P. Fox |
|
Print Name: |
Brian P. Fox |
|
Title: |
Vice President |
-7-
CITIZENS BANK, NATIONAL ASSOCIATION (formally known as RBS Citizens, National Association), as a Documentation Agent and as a Lender | ||
By: |
/s/ Joshua Botnick |
|
Print Name: |
Joshua Botnick |
|
Title: |
Vice President |
-8-
U.S. BANK NATIONAL ASSOCIATION, as a Syndication Agent and as a Lender | ||
By: |
/s/ Elizabeth B. Eaton |
|
Print Name: |
Elizabeth B. Eaton |
|
Title: |
Vice President |
|
U.S. BANK NATIONAL ASSOCIATION, CANADA BRANCH, as the Lending Installation designated by U.S. Bank National Association for Loans to the Canadian Borrower | ||
By: |
/s/ Joseph Rauhala |
|
Print Name: |
Joseph Rauhala |
|
Title: |
Principal Officer |
-9-
PNC BANK, NATIONAL ASSOCIATION, as a Documentation Agent and as a Lender | ||
By: |
/s/ Valerie A. Geiger |
|
Print Name: |
Valerie A. Geiger |
|
Title: |
Senior Vice President |
|
PNC BANK, CANADA BRANCH, as the Lending Installation designated by PNC Bank, National Association for Loans to the Canadian Borrower | ||
By: |
/s/ Nazmin Adatia |
|
Print Name: |
Nazmin Adatia |
|
Title: |
Senior Vice President |
-10-
WELLS FARGO BANK, N.A., as a | ||
Documentation Agent and as a Lender | ||
By: |
/s/ Samuel J.B. Prentis |
|
Print Name: |
Samuel J.B. Prentis |
|
Title: |
Senior Vice President |
-11-
FIFTH THIRD BANK, as a Lender | ||
By: |
/s/ Eric J. Welsch |
|
Print Name: |
Eric J. Welsch |
|
Title: |
Managing Director |
|
FIFTH THIRD BANK, operating through its Canadian Branch, as the Lending Installation designated by Fifth Third Bank for Loans to the Canadian Borrower | ||
By: |
/s/ Mauro Spagnolo |
|
Print Name: |
Mauro Spagnolo |
|
Title: |
Managing Director & Principal Officer |
-12-
CONSENT AND AGREEMENT
As of the date and year first above written, each of the undersigned hereby:
(a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and acknowledges and agrees to all of the representations, covenants, terms and provisions of the above Amendment applicable to it;
(b) agrees that each Guaranty, other Collateral Document and all other agreements executed by any of the undersigned in connection with the Loan Agreement or otherwise in favor of the Agent or the Banks (collectively, the Guarantor Collateral Documents) are hereby ratified and confirmed and shall remain in full force and effect, and each of the undersigned acknowledges that it has no setoff, counterclaim or defense with respect to any Guarantor Collateral Document;
(c) acknowledges that its consent and agreement hereto is a condition to the Banks obligation under this Amendment and it is in its interest and to its financial benefit to execute this consent and agreement; and
(d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in the above Amendment, none of the undersigned are required by the terms of the Credit Agreement or any other Loan Document to consent to the amendment to the Credit Agreement effected pursuant to the above Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of the undersigns to any future amendments to the Credit Agreement.
BUCKHORN INC. | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Secretary and Treasurer |
|
AMERI-KART CORP. | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Secretary |
|
PATCH RUBBER COMPANY | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Secretary |
-13-
MYERS TIRE SUPPLY DISTRIBUTION, INC. | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Secretary and Treasurer |
|
MYELUX, LLC | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Vice President and Secretary |
|
AMERI-KART (MI) CORP. | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Secretary and Treasurer |
|
MYE AUTOMOTIVE, INC. | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Secretary and Treasurer |
|
LONE STAR PLASTICS INC. | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Secretary and Treasurer |
|
CROWN US ACQUISITION COMPANY | ||
By: |
/s/ Greggory W. Branning |
|
Print Name: |
Greggory W. Branning |
|
Title: |
Secretary and Treasurer |
-14-
Schedule 1.1(a)
COMMITMENTS
Lender |
Title |
Commitment |
Non-Pro Rata Sub-
Commitment |
|||||||
JPMorgan Chase Bank, N.A. |
Administrative Agent | $ | 51,000,000.00 | $ | 0 | |||||
U.S. Bank National Association |
Syndication Agent |
$ | 51,000,000.00 | $ | 0 | |||||
Citizens Bank, National Association (formally known as RBS Citizens, National Association) |
Documentation Agent | $ | 43,500,000.00 | $ | 0 | |||||
KeyBank National Association |
Documentation Agent | $ | 43,500,000.00 | $ | 0 | |||||
PNC Bank, National Association |
Documentation Agent | $ | 43,500,000.00 | $ | 0 | |||||
Wells Fargo Bank, N.A. |
Documentation Agent | $ | 43,500,000.00 | $ | 0 | |||||
Fifth Third Bank |
$ | 24,000,000.00 | $ | 0 | ||||||
Total Allocations |
$ | 300,000,000.00 | $ | 0 |
Schedule 1.1(c)
FOREIGN SUBSIDIARY BORROWERS
MYE Canada Operations Inc.
CA Acquisition Inc.
Exhibit 99.1
|
News Release
NYSE: MYE |
|
Contact(s):
Gregg Branning, Senior Vice President
& Chief Financial Officer (330) 761-6303
Monica Vinay, Vice President, Investor
Relations & Treasurer (330) 761-6212
Myers Industries Commences Sale Process of Lawn & Garden Segment
and Enters into a Definitive Agreement to Acquire Scepter Corporation
and Scepter Manufacturing, LLC
Supporting long-term growth and profitability goals
Expanding Material Handling Segments product portfolio, customer base and geographic reach
Increasing Material Handling annual sales by 30 percent
June 2, 2014, Akron, Ohio Myers Industries, Inc. (NYSE: MYE) announced today that it has engaged the investment bank William Blair & Company to commence the sale of its Lawn & Garden Segment. In February 2013, the Company had announced that it was beginning a two phased restructuring of Lawn & Garden which might include external options. The Company has concluded that the timing is right to streamline Myers business mix and allow the Company to focus resources on its core growth platforms. The Company expects the sale process to be completed within the next twelve months.
Commenting on the announcement, John C. Orr, President and Chief Executive Officer said, After detailed evaluation, the Company and the Board of Directors have determined that the Lawn & Garden Segment has the greatest opportunity as part of an organization that is strategically focused on its primary markets for future growth.
The Company will report the Lawn & Garden Segment as discontinued operations in future filings.
The Company also announced today that is has entered into a definitive agreement to acquire Scepter Corporation and Scepter Manufacturing, LLC (Scepter). The purchase includes manufacturing facilities, warehouses and offices in Scarborough, Ontario and Miami, Oklahoma. The purchase price is $165.0 million, subject to certain closing adjustments. The Company anticipates that the acquisition will close within approximately thirty days upon satisfaction of all conditions precedent to closing. Additional terms of the agreement were not disclosed.
Scepter is an industry leading manufacturer of molded plastic material handling products for marine, military, industrial, and consumer markets. With approximate net sales of $100 million in 2013, Scepters long history of innovation, in-house product engineering and state of the art mold capabilities complements and continues to grow Myers Industries Material Handling Segment in North America, increases its global reach, and supports the long-term strategic growth plan of the Company. Based on 2013 results, with the addition of Scepter, Myers Material Handling Segments sales will increase by 30 percent.
Orr stated, The addition of Scepter is anticipated to provide Myers Industries with the opportunity to expand upon our leadership position in the Material Handling Segment, broaden our product offering and better position us for long-term growth in new markets.
Concurrent with the signing of the agreement to purchase Scepter, Myers has amended its senior secured revolving credit facility from $200 million to $300 million to help fund the acquisition. The term of the senior credit facility remains unchanged and is scheduled to expire in December 2018. The proceeds from the future sale of the Lawn & Garden Segment will be used to pay down debt.
About Myers Industries
Myers Industries, Inc. is an international manufacturer of polymer products for industrial, agricultural, automotive, commercial, and consumer markets. The Company is also the largest wholesale distributor of tools, equipment and supplies for the tire, wheel and under vehicle service industry in the U.S. Visit www.myersindustries.com to learn more.
Caution on Forward-Looking Statements
Statements in this release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that is not of historical fact may be deemed forward-looking. Words such as expect, believe, project, plan, anticipate, intend, objective, goal, view, and similar expressions identify forward-looking statements. These statements are based on managements current views and assumptions of future events and financial performance and involve a number of risks and uncertainties, many outside of the Companys control that could cause actual results to materially differ from those expressed or implied. Risks and uncertainties include: changes in the markets for the Companys business segments; changes in trends and demands in the markets in which the Company competes; unanticipated downturn in business relationships with customers or their purchases; competitive pressures on sales and pricing; raw material availability, increases in raw material costs, or other production costs; future economic and financial conditions in the United States and around the world; ability to weather the current economic downturn; inability of the Company to meet future capital requirements; claims, litigation and regulatory actions against the Company; changes in laws and regulations affecting the Company; the Companys ability to execute the components of its Strategic Business Evolution process; and other risks as detailed in the Companys 10-K and other reports filed with the Securities and Exchange Commission. Such reports are available on the Securities and Exchange Commissions public reference facilities and its web site at http://www.sec.gov , and on the Companys Investor Relations section of its web site at http://www.myersindustries.com . Myers Industries undertakes no obligation to publicly update or revise any forward-looking statements contained herein. These statements speak only as of the date made.
Myers
Industries, Inc.
Scepter Acquisition
June 2014
Exhibit 99.2
|
2
Statements
in
this
presentation
concerning
the
Companys
goals,
strategies,
and
expectations
for
business
and
financial
results
may
be
"forward-looking
statements"
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995
and
are
based
on
current indicators and expectations. Whenever you read a statement that is
not simply a statement of historical fact (such as when
we describe what we
"believe," "expect," or "anticipate" will occur, and other similar statements), you must remember that our
expectations
may
not
be
correct,
even
though
we
believe
they
are
reasonable.
We
do
not
guarantee
that
the
transactions
and
events described will happen as described (or that they will happen at all).
You should review this presentation with the
understanding that actual
future results may be materially different from what we expect. Many of the factors that will determine
these
results
are
beyond
our
ability
to
control
or
predict.
You
are
cautioned
not
to
put
undue
reliance
on
any
forward-looking
statement. We do not intend, and undertake no obligation, to update these
forward-looking statements. These statements involve
a number of
risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the
applicable statements. Such risks include:
(1) Changes in the markets for the Companys business segments
(2) Changes in trends and demands in the markets in which the Company
competes
(3) Unanticipated downturn in business relationships with customers
or their purchases
(4) Competitive pressures on sales and pricing
(5) Raw material availability, increases in raw material costs, or other production
costs
(6) Harsh weather conditions
(7) Future economic and financial conditions in the United States and around the
world
(8) Inability of the Company to meet future capital requirements
(9) Claims, litigation and regulatory actions against the Company
(10) Changes in laws and regulations affecting the Company
(11) The Companys ability to execute the components of its Strategic Business
Evolution process
Myers Industries, Inc. encourages investors to learn more
about these risk factors. A detailed
explanation of these factors is
available in the Companys publicly filed quarterly and annual reports,
which
can
be
found
online
at
www.myersind.com
and
at
the
SEC.gov
web
site.
Forward Looking Statement
|
Company
Profile
Founded in Ontario in 1949
Headquartered in Scarborough, Ontario and maintains an additional facility
in Miami, Oklahoma
Manufactures injection-molded and blow-molded plastic products for the
marine, military, industrial and consumer markets
Largest
supplier
of
portable
fuel
containers
in
the
Canadian
and
U.S.
markets
Long history of innovation, in-house engineering and state-of the-art mold
capabilities
Introduced the first plastic Jerry cans to North American markets
Designed and manufactured first plastic dairy cases
Played a leading role in converting the marine industry to plastic remote
outboard engine fuel
tanks
Introduced
advanced
plastic
packaging
for
heavy
caliber
military
ammunition
3
|
Consumer
Segment
Automotive fuel containers
Flo n
go
fluid transfer system
Marine Segment
Remote outboard engine fuel tanks
Fuel transfer systems
Military
Segment
Ammunition packaging
Fuel and water canisters
Industrial Segment
Food and beverage handling
Storage containers
Market Segments & Products
4
|
Strategic
Rationale
Fits long-term strategy to grow the Material Handling
Segment
Provides opportunity for growth in Marine and Military
markets
Operating margins anticipated to be similar to the
Material Handling Segments margins
Anticipated to be accretive to earnings in 2014 and
generate returns above Myers
cost of capital
Increased free cash flow generation
5
|
|