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 19, 2015
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 . |
On May 19, 2015, Myers Industries, Inc. (the Company) entered into a Second 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 revises the definition of Change of Control, effective as of November 1, 2014, to require beneficial ownership of 30% of the voting shares in order for a Change of Control to occur.
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.
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 Loan Amendment and Exhibit 10.1 of this report are incorporated herein by reference.
Item 9.01 . | Financial Statements and Exhibits . |
(d) Exhibits
10.1 | Second 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 19, 2015. |
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 |
May 26, 2015 |
By: |
/s/ Greggory W. Branning |
|||||
Greggory W. Branning | ||||||||
Senior Vice President, Chief Financial Officer and Corporate Secretary |
Exhibit 10.1
Execution Copy
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT, dated as of May 19, 2015 (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 (as amended or modified from time to time, 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 Effective as of November 1, 2014, the definition of Change of Control in Section 1.1 of the Loan Agreement is amended to replace the reference therein to 20% with 30%.
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 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.
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.
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.
2
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: | Chief Financial Officer and Vice President | |
SCEPTER CANADA INC., formerly known as CA | ||
Acquisition Inc. | ||
By: |
/s/ Greggory W. Branning |
Print Name: | Greggory W. Branning |
Title: | Chief Financial Officer and Vice President |
Myers Second Amendment Signature Page
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 |
Myers Second Amendment Signature Page
KEYBANK NATIONAL ASSOCIATION, as a | ||
Documentation Agent and as a Lender | ||
By: |
/s/ Brian P. Fox |
Print Name: | Brian P. Fox |
Title: | Vice President |
Myers Second Amendment Signature Page
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 |
Myers Second Amendment Signature Page
U.S. BANK NATIONAL ASSOCIATION, as a Syndication Agent and as a Lender | ||
By: |
/s/ Elizabeth Eaton |
Print Name: | Elizabeth Eaton |
Title: | Vice President |
Myers Second Amendment Signature Page
PNC BANK, NATIONAL ASSOCIATION, as a Documentation Agent and as a Lender | ||
By: |
/s/ Joseph Morgan |
Print Name: | Joseph Morgan |
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 |
Myers Second Amendment Signature Page
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 |
Myers Second Amendment Signature Page
FIFTH THIRD BANK, as a Lender | ||
By: |
/s/ Martin H. McGinty |
Print Name: | Martin H. McGinty |
Title: | Vice President | |
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/ Ramin Ganjavi |
Print Name: | Ramin Ganjavi |
Title: | Director |
Myers Second Amendment Signature Page
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 |
Myers Second Amendment Consent and Agreement Signature Page
PATCH RUBBER COMPANY | ||
By: |
/s/ Greggory W. Branning |
Print Name: | Greggory W. Branning |
Title: | Secretary | |
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 |
Myers Second Amendment Consent and Agreement Signature Page
SCEPTER US HOLDING COMPANY, formerly known as Crown US Acquisition Company | ||
By: |
/s/ Greggory W. Branning |
Print Name: | Greggory W. Branning |
Title: | Secretary and Treasurer |
Myers Second Amendment Consent and Agreement Signature Page