Matthews International Corporation (NASDAQ GSM: MATW) (the
“Company”) today announced a proposed private offering of senior
secured second lien notes due 2027 (the “Notes”). At or prior to
the closing of the offering of the Notes, the Company intends to
amend its senior credit facility to, among other things, permit the
Notes to be secured by a second priority lien on substantially all
of our and certain of our domestic subsidiaries’ assets, and the
Company and certain of its domestic subsidiaries intend to enter
into a second amended and restated pledge and security agreement
pursuant to which the Company and such subsidiaries will grant to
the secured parties under the senior credit facility a first
priority lien on substantially all of the Company’s and such
subsidiaries’ assets.
The Company intends to use the net proceeds of the offering,
together with borrowings under the Company’s senior credit
facility, to redeem all of its outstanding 5.25% senior notes due
December 1, 2025 (the “Existing 2025 Notes”) on or about October
25, 2024, and to pay accrued and unpaid interest on the Existing
2025 Notes to, but not including, the date of redemption, and to
satisfy and discharge the indenture governing the Existing 2025
Notes.
The Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”) or the
securities laws of any other jurisdiction and, unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable state securities laws. The Notes will be
offered and sold only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A of the
Securities Act and outside the United States in reliance on
Regulation S of the Securities Act.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
Notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Any offers of the Notes
will be made only by means of a confidential offering memorandum.
This notice is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
This press release does not constitute a notice of redemption
with respect to, or an offer or solicitation to purchase, the
Existing 2025 Notes or any other securities.
Certain statements in this release may constitute
forward-looking statements and are subject to various risks and
uncertainties as discussed in the Company’s filings with the
Securities and Exchange Commission. The Company is not obligated to
update these forward-looking statements even if the Company’s
assessment of these risks and uncertainties changes.
About Matthews International Corporation
Matthews International Corporation is a global provider of
memorialization products, industrial technologies, and brand
solutions. The Memorialization segment is a leading provider of
memorialization products, including memorials, caskets,
cremation-related products, and cremation and incineration
equipment, primarily to cemetery and funeral home customers that
help families move from grief to remembrance. The Industrial
Technologies segment includes the design, manufacturing, service
and distribution of high-tech custom energy storage solutions;
product identification and warehouse automation technologies and
solutions, including order fulfillment systems for identifying,
tracking, picking and conveying consumer and industrial products;
and coating and converting lines for the packaging, pharma, foil,
décor and tissue industries. The SGK Brand Solutions segment is a
leading provider of packaging solutions and brand experiences,
helping companies simplify their marketing, amplify their brands
and provide value. The Company has approximately 12,000 employees
in more than 30 countries on six continents that are committed to
delivering the highest quality products and services.
Forward-looking Information
Any forward-looking statements contained in this release are
included pursuant to the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements regarding
the expectations, hopes, beliefs, intentions or strategies of the
Company regarding the future, and may be identified by the use of
words such as “expects,” “believes,” “intends,” “projects,”
“anticipates,” “estimates,” “plans,” “seeks,” “forecasts,”
“predicts,” “objective,” “targets,” “potential,” “outlook,” “may,”
“will,” “could” or the negative of these terms, other comparable
terminology and variations thereof. Such forward-looking statements
involve known and unknown risks and uncertainties that may cause
the Company’s actual results in future periods to be materially
different from management’s expectations, and no assurance can be
given that such expectations will prove correct. Factors that could
cause the Company’s results to differ materially from the results
discussed in such forward-looking statements principally include
changes in domestic or international economic conditions, changes
in foreign currency exchange rates, changes in interest rates,
changes in the cost of materials used in the manufacture of the
Company’s products, any impairment of goodwill or intangible
assets, environmental liability and limitations on the Company’s
operations due to environmental laws and regulations, disruptions
to certain services, such as telecommunications, network server
maintenance, cloud computing or transaction processing services,
provided to the Company by third-parties, changes in mortality and
cremation rates, changes in product demand or pricing as a result
of consolidation in the industries in which the Company operates,
or other factors such as supply chain disruptions, labor shortages
or labor cost increases, changes in product demand or pricing as a
result of domestic or international competitive pressures, ability
to achieve cost-reduction objectives, unknown risks in connection
with the Company’s acquisitions and divestitures, cybersecurity
concerns and costs arising with management of cybersecurity
threats, effectiveness of the Company’s internal controls,
compliance with domestic and foreign laws and regulations,
technological factors beyond the Company’s control, impact of
pandemics or similar outbreaks, or other disruptions to our
industries, customers, or supply chains, the impact of global
conflicts, such as the current war between Russia and Ukraine, the
outcome of the Company’s dispute with Tesla, Inc. (“Tesla”), and
other factors described in the Company’s Annual Report on Form 10-K
and other periodic filings with the U.S. Securities and Exchange
Commission.
Matthews International CorporationCorporate OfficeTwo NorthShore
CenterPittsburgh, PA 15212-5851Phone: (412) 442-8200
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Contact: |
Steven F. Nicola |
William D. Wilson |
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Chief Financial Officer |
Senior Director |
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and Secretary |
Corporate Development |
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