UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 20, 2023, Mativ Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers under the Company’s accounts receivable securitization facility, entered into an amendment to the Company’s accounts receivable securitization facility (the “Amended A/R Facility”) to, among other things, facilitate the previously-disclosed sale of the Company’s Engineered Papers Business to Evergreen Hill Enterprise Pte. Ltd., an affiliate of PT Bukit Muria Jaya.
The documentation for the Amended A/R Facility includes (i) Amendment No. 1 to the Receivables Purchase Agreement dated as of October 20, 2023, by and among the Company, Mativ Receivables LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary of the Company (“Seller”), the persons from time to time party thereto as purchasers (the “Purchasers”), PNC Bank, National Association, as administrative agent (“PNC” or “Administrative Agent”), and PNC Capital Markets LLC, as structuring agent (the “Receivables Purchase Agreement Amendment”) and (ii) Amendment No. 1 to Sale and Contribution Agreement, dated as of October 20, 2023 (the “Sale and Contribution Agreement Amendment”), by and among the Company, the originators party thereto, and the Seller.
The Receivables Purchase Agreement Amendment amends the original Receivables Purchase Agreement, dated as of December 23, 2022 (as amended, the “Amended Receivables Purchase Agreement”) and the Sale and Contribution Agreement Amendment amends the original Sale and Contribution Agreement, dated as of December 23, 2022 (as amended, the “Amended Sale and Contribution Agreement”), in each case by, among other things, (i) reflecting the repurchase by the Company from Seller of all of its accounts receivable and certain related assets previously sold by Company to Seller (collectively, “Receivables”), (ii) reflecting that the Company is no longer an originator of Receivables under the Amended A/R Facility, but remains the servicer and performance guarantor, (iii) reflecting the Company’s assignment of 100% of the ownership interests in Seller to Neenah, Inc., a wholly-owned subsidiary of the Company (“Neenah”), such that Neenah will now be able to contribute Receivables to Seller on a go-forward basis pursuant to the terms of the Sale and Contribution Agreement, as so amended, and (iv) updating the maximum Net Debt to EBITDA Ratio to match the level set forth in the Company’s First Lien Credit Agreement as in effect on the date of such amendments.
The Amended Receivables Purchase Agreement and the Amended Sale and Contribution Agreement contain certain customary representations and warranties, affirmative and negative covenants, indemnification provisions, and events of default, including those providing for the acceleration of amounts owed by the Seller to the Purchasers under the Amended Receivables Purchase Agreement upon the occurrence of certain events.
The foregoing summary of the Amended A/R Facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the full and complete terms of the Receivables Purchase Agreement Amendment and the Sale and Contribution Agreement Amendment, which are included as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 regarding the Amended A/R Facility is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description of Exhibit | |
| 10.1† | Amendment No. 1, dated as of October 20, 2023, to Receivables Purchase Agreement, dated as of December 23, 2022, by and among the Company, Mativ Receivables LLC, PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as structuring agent, and the purchasers party thereto. | |
| 10.2† | Amendment No. 1, dated as of October 20, 2023, to Sale and Contribution Agreement, dated as of December 23, 2022, by and among the Company, Mativ Receivables LLC and the originators party thereto. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
| † | Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Company agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the SEC upon request. Redactions and omissions are designated with brackets containing asterisks. |
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/ Greg Weitzel | |
| Greg Weitzel | ||
| Executive Vice President and Chief Financial Officer | ||
Dated: October 25, 2023