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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

Date of Report (Date of earliest event reported): November 30, 2023

 

 

MATIV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13948   62-1612879
(State or other jurisdiction
of incorporation)
 

(Commission

file number)

  (I.R.S. Employer
Identification No.)

 

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

1-800-514-0186

(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).

Emerging growth company

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 2.01.

Completion of Acquisition or Disposition of Assets

As previously disclosed on a Current Report on Form 8-K, on August 1, 2023, Mativ Holdings, Inc. (the “Company”) entered into a final, binding and irrevocable offer letter (the “Offer Letter”) with Evergreen Hill Enterprise Pte. Ltd., an affiliate of PT Bukit Muria Jaya (“Buyer”) pursuant to which Buyer made a binding offer (the “Offer”) to acquire the Company’s Engineered Papers business (the “EP Divestiture”). As previously disclosed on a Current Report on Form 8-K, the Company accepted Buyer’s Offer and countersigned the Purchase Agreement, dated as of August 1, 2023 (the “Purchase Agreement”), with respect to the EP Divestiture on October 4, 2023. On November 30, 2023 Buyer and the Company completed the EP Divestiture pursuant to the Purchase Agreement. The gross purchase price was $620 million in cash, subject to certain customary adjustments as set forth in the Purchase Agreement.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 5, 2023, and is incorporated herein by reference.

 

Item 7.01.

Regulation FD Disclosure

In connection with the completion of the EP Divestiture, the Company issued a press release on December 1, 2023, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

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 (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference to such filings.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.   

Description of Exhibit

99.1    Press Release by Mativ Holdings Inc., dated December 1, 2023
104    Cover Page Interactive Data File

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Mativ Holdings, Inc.
By:  

/s/ Mark W. Johnson

  Mark W. Johnson
  Chief Legal Officer and Corporate Secretary

Dated: December 1, 2023

Exhibit 99.1

Mativ Announces Completion of Sale of Engineered Papers Business

ALPHARETTA, Ga.— (BUSINESS WIRE) — Mativ Holdings, Inc. (NYSE: MATV) announced today that it has completed the sale of its Engineered Papers business to Evergreen Hill Enterprise, Pte. Ltd.

Julie Schertell, CEO of Mativ, commented, “We are very pleased with the completion of the sale of Engineered Papers. They have a great team and strategy in place for a successful future. For Mativ, this is an important part of unlocking our strategy to become a leading manufacturer of specialty materials. As we head into 2024, over 80% of our revenue will be from our Advanced Technical Materials segment, where we have strong positions in large, growing, profitable markets.”

The net impact of the transaction on Mativ’s debt is expected to be a reduction of more than $600 million, which equates to approximately 35% of Mativ’s outstanding debt balance as of the end of the third quarter, and is subject to customary post-closing adjustments. This debt reduction is expected to be effective early December 2023.

“This transaction fully aligns with our commitment to continued debt reduction and operational focus in attractive markets that accelerate our growth and expand our margins,” stated Schertell. “It marks a key milestone in the transformation of Mativ and aligns with our strategy to focus our efforts, accelerate growth, and drive value for our shareholders.”

About Mativ

Mativ Holdings, Inc. is a global leader in specialty materials headquartered in Alpharetta, Georgia. The company makes material impacts on the world every day through a wide range of critical components and engineered solutions that solve our customers’ most complex challenges. We manufacture on three continents and generate sales in nearly 100 countries through our family of business-to-business and consumer product brands. The company’s two operating segments, Advanced Technical Materials and Fiber-Based Solutions, target premium applications across diversified and growing end-markets, from filtration to healthcare to sustainable packaging and more. 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 that Act and other legal protections. Forward-looking statements include, without limitation, those regarding Mativ’s anticipated paydown of its outstanding debt.

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 Mativ will 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. No assurance can be given that such expectations will prove to have been correct and persons reading this press release are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this press release. These statements are not guarantees of future performance and involve certain risks and uncertainties, and assumptions that may cause actual results to differ materially from our expectations as of the date of this release. Mativ undertakes no 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. Also see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Mativ’s most recent annual report on Form 10-K for the year ended December 31, 2022 and any material updates to these factors contained in any of Mativ’s future filings with the U.S. Securities and Exchange Commission.


Contacts

Investors

Chris Kuepper, IRC

Director, Investor Relations

+1-770-569-4229

investors@mativ.com

Media:

Brendan Streich

VP, Global Communications

media@mativ.com

Source: Mativ Holdings, Inc.

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