MYE Myers Industries Inc

 

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): February 08, 2024

 

 

Myers Industries, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Ohio			001-8524	34-0778636
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1293 South Main Street
Akron, Ohio				44301
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s 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:

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, without par value		MYE		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. ☐

 

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Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 8, 2024, Myers Industries, Inc. (the "Company") completed its previously announced merger with Signature CR Intermediate Holdco, Inc., a Delaware corporation (“Signature”), pursuant to the Agreement and Plan of Merger dated as of December 29, 2023, by and among the Company, as Purchaser, Signature, Myers Subsidiary I, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), certain Executory Sellers, and Signature Holdco, LLC, solely in its capacity as the representative of the Securityholders as set forth in the Merger Agreement (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on February 8, 2024, Merger Sub merged with and into Signature (the “Merger”), with Signature as the surviving entity in the Merger.

Pursuant to the terms of the Merger Agreement, the Company acquired Signature for aggregate consideration of $350,000,000.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 8, 2024 the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the completion of the Merger.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by this Item 9.01(a) will be filed by an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item 9.01(b) will be filed by an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit Number	Description
2.1*	Agreement and Plan of Merger dated as of December 29, 2023 by and among Signature CR Intermediate Holdco, Inc., Myers Subsidiary I, Inc., Myers Industries, Inc., certain Executory Sellers Signatories, and Signature CR Holdco, LLC, solely in its capacity as the representative of the Securityholders as set forth in the Merger Agreement (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2024)*
99.1	Press Release dated February 8, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules have been omitted from this filing. The registrant agrees to furnish the Commission on a supplemental basis a copy of any omitted provisions, exhibit or schedule.

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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.

			Myers Industries, Inc.
Date:	February 8, 2024	By:	/s/ Grant E. Fitz
			Grant E. Fitz Executive Vice President and Chief Financial Officer

 

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Exhibit 99.1

 

 

 

Myers Industries Completes Acquisition of Signature Systems

Transaction strengthens Myers’ portfolio of market leading brands and enhances margin and EPS growth profiles

Signature Systems’ leading position in the high-growth infrastructure and ground protection markets provides an attractive platform for growth and is expected to deliver both double-digit EPS accretion and $8 million of run-rate synergies by 2025

February 8, 2024, Akron, Ohio — Myers Industries, Inc. (NYSE: MYE) (“Myers” or the “Company”), a leading manufacturer and distributor of industrial products, today announced that it has completed its acquisition of Signature Systems (“Signature”), which was previously announced on January 2, 2024.

“We are excited to welcome the Signature team to Myers with the closing of this transaction,” said Mike McGaugh, Chief Executive Officer of Myers Industries. “This acquisition strengthens our growing portfolio of market leading brands, enhances our profitability profile and demonstrates Myers’ capability as a platform for acquisitive growth. With a strong runway of future growth, due to increasing infrastructure investments over the next decade, we believe Signature’s sustainable competitive advantage, strong earnings growth, and free cashflow profile will help us accelerate EPS growth and achieve our long-term strategic objectives.”

The cash transaction of $350 million was funded through an amendment and restatement of Myers’ existing loan agreement, which maintained a $250 million revolving credit facility and added a new $400 million 5-year senior secured term loan A (collectively, the “Loan Agreement”). The term loan A was increased by $50 million from the amount initially contemplated. These combined senior secured loan agreements enhance Myers’ overall liquidity profile and capacity for future potential acquisitions. Pro forma for the acquisition, the Company’s net leverage ratio is approximately 3.0x, which is within management’s target range. The financial results of Signature Systems are expected to be included within Myers’ Material Handling segment.

Chief Financial Officer Grant Fitz commented, “As mentioned in January, this transaction is expected to be neutral to slightly dilutive to US GAAP EPS in fiscal year 2024, and we anticipate Signature will deliver EPS accretion of $0.20 to $0.30 in 2025 and $0.40 to $0.50 in 2026 with additional meaningful EPS accretion beyond 2026. We also expect annualized run-rate operational and cost synergies of $8 million to be fully captured by 2025 with additional synergies to be realized once Signature has an opportunity to leverage the Myers Business System. Excluding other potential opportunities that may come forward, we anticipate using the free cash flow generated from the combined Myers and Signature company to allow Myers to reduce the net leverage ratio below 2.0x within two years of closing of this transaction.”

Moelis & Company LLC served as the exclusive financial advisor to Myers with respect to the transaction, while Vorys, Sater, Seymour and Pease LLP and Davis Polk & Wardwell LLP provided legal counsel. William Blair & Company LLC served as exclusive financial advisor and Honigman LLP served as legal counsel to Signature. The Loan Agreement was led by J.P. Morgan Chase, U.S. Bank National, Wells Fargo Bank and KeyBank National.

 

 

 

 

 

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About Myers Industries

Myers Industries, Inc. is a leading manufacturer of a wide range of polymer products for industrial, agricultural, automotive, commercial and consumer markets. The Company is also the largest 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.

About Signature Systems

Signature Systems manufactures and distributes composite matting ground protection for industrial applications, stadium turf protection and temporary event flooring. Signature protects its customers around the world by designing, engineering and manufacturing premier composite matting systems that keep people, property and equipment safe. Signature offers application-based solutions and customer-informed engineering for multiple industries, ranging from industrial sectors to the world's highest-profile major venues and events. Its leading global brands include MegaDeck®, SignaRoad®, DuraDeck®, OmniDeck®, ArmorDeck® and EventDeck®. Visit www.signature-systems.com to learn more.

 

Caution on Forward-Looking Statements

Statements in this release include “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including information regarding the Company’s financial outlook, future plans, objectives, business prospects and anticipated financial performance. Forward-looking statements can be identified by words such as “will,” “believe,” “anticipate,” “expect,” “intend,” “plan,” or variations of these words, or similar expressions. These forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, these statements inherently involve a wide range of inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. The Company’s actual actions, results, and financial condition may differ materially from what is expressed or implied by the forward-looking statements.

Specific factors that could cause such a difference on our business, financial position, results of operations and/or liquidity include, without limitation, raw material availability, increases in raw material costs, or other production costs; risks associated with our strategic growth initiatives or the failure to achieve the anticipated benefits of such initiatives; unanticipated downturn in business relationships with customers or their purchases; competitive pressures on sales and pricing; changes in the markets for the Company’s business segments; changes in trends and demands in the markets in which the Company competes; operational problems at our manufacturing facilities or unexpected failures at those facilities; future economic and financial conditions in the United States and around the world; 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; impacts from the novel coronavirus (“COVID-19”) pandemic; and other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including without limitation, the risk factors disclosed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Given these factors, as well as other variables that may affect our operating results, readers should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance, nor use historical trends to anticipate results or trends in future periods. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company expressly disclaims any obligation or intention to provide updates to the forward-looking statements and the estimates and assumptions associated with them.

Contact:

Meghan Beringer

Senior Director of Investor Relations

(252) 536-5651

M-INV

Source: Myers Industries, Inc.

 

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v3.24.0.1

Document And Entity Information	Feb. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 08, 2024
Entity Registrant Name	Myers Industries, Inc.
Entity Central Index Key	0000069488
Entity Emerging Growth Company	false
Entity File Number	001-8524
Entity Incorporation, State or Country Code	OH
Entity Tax Identification Number	34-0778636
Entity Address, Address Line One	1293 South Main Street
Entity Address, City or Town	Akron
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44301
City Area Code	(330)
Local Phone Number	253-5592
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	MYE
Security Exchange Name	NYSE

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