MYE: Material Definitive Agreement Entered Dec 29, 2023

Ticker: MYE · Form: 8-K · Filed: Jan 2, 2024 · CIK: 69488

Myers Industries INC 8-K Filing Summary
FieldDetail
CompanyMyers Industries INC (MYE)
Form Type8-K
Filed DateJan 2, 2024
Risk Levelmedium
Pages8
Reading Time10 min
Key Dollar Amounts$350,000,000
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: material-agreement, corporate-action, regulation-fd

TL;DR

**MYE just signed a big deal, details to follow, but it's a material event.**

AI Summary

Myers Industries, Inc. filed an 8-K on January 2, 2024, reporting an "Entry into a Material Definitive Agreement" on December 29, 2023. While the specific details of the agreement are not disclosed in this initial filing, the company indicated it also included a "Regulation FD Disclosure" and information on "Financial Statements and Exhibits." This matters to investors because a material definitive agreement can significantly impact the company's future operations, financial health, and stock value, even if the specifics are not yet public.

Why It Matters

This filing signals a significant business event for Myers Industries, Inc. that could affect its financial performance and strategic direction, potentially influencing its stock price.

Risk Assessment

Risk Level: medium — The risk is medium because a material definitive agreement has been entered into, but without specific details, the nature of its impact (positive or negative) on Myers Industries, Inc. is unknown.

Analyst Insight

A smart investor would monitor Myers Industries, Inc. (MYE) for follow-up announcements or filings that provide specific details about the "Material Definitive Agreement" to assess its potential impact on the company's financials and future outlook.

Key Players & Entities

Forward-Looking Statements

FAQ

What was the specific date of the earliest event reported in this 8-K filing by Myers Industries, Inc.?

The earliest event reported in this 8-K filing occurred on December 29, 2023.

What type of agreement did Myers Industries, Inc. report entering into?

Myers Industries, Inc. reported an "Entry into a Material Definitive Agreement" as per Item 1.01 of the 8-K filing.

Besides the material definitive agreement, what other items were disclosed in this 8-K filing?

The 8-K filing also included disclosures under "Regulation FD Disclosure" and "Financial Statements and Exhibits."

What is the trading symbol and exchange for Myers Industries, Inc. common stock?

The common stock of Myers Industries, Inc. trades under the symbol MYE on the New York Stock Exchange.

When was this 8-K filing submitted to the SEC?

This 8-K filing was filed as of January 2, 2024.

Filing Stats: 2,377 words · 10 min read · ~8 pages · Grade level 17 · Accepted 2024-01-02 09:22:03

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 2, 2024, Myers Industries, Inc. (the “Company”) issued a press release announcing that on December 29, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, as Purchaser, Signature CR Intermediate Holdco, Inc., a Delaware corporation (“Signature”), Myers Subsidiary I, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), certain Executory Sellers (“Executory Sellers”), and Signature Holdco, LLC, solely in its capacity as the representative of the Securityholders as set forth in the Merger Agreement (“Securityholder Representative”), pursuant to which Merger Sub will merge with and into Signature (the “Merger”), with Signature as the surviving entity under the name of Signature and the organizational documents of Merger Sub. As a result of the Merger, the Company will have acquired the business conducted by Signature and its subsidiaries (the “Acquired Companies”). Signature engineers, manufactures, and distributes high-quality composite mats, turf protection systems, and portable event flooring used to create safe and reliable site access and ground protection for a wide range of applications around the world. The Merger Agreement has been duly and validly authorized by all requisite corporate or similar actions by all parties and, prior to the execution and delivery of the Merger Agreement, the executory sellers identified in the Merger Agreement entered into voting and support agreements pursuant to which they have agreed to certain matters in connection with supporting the Merger. Pursuant to the terms and subject to the conditions of the Merger Agreement, the Company will acquire Signature for aggregate consideration having a value of $350,000,000, subject to certain customary adjustments for cash,

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 2, 2024, the Company issued a press release announcing the execution of the Merger Agreement. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. Also on January 2, 2024, the Company first utilized an investor presentation relating to the Merger Agreement. A copy of the presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K. Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibits 99.1 and 99.2 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 Exhibits 99.1 and 99.2 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. Caution on Forward-Looking Statements

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (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 99.1 Press Release dated January 2, 2024 99.2 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Pursuant to Item 601(a)(5) of Regulation S-K, schedules and exhibits have been omitted from this filing. The registrant agrees to furnish the Securities and Exchange Commission on a supplemental basis a copy of any omitted schedule or exhibit on a confidential basis upon request.

SIGNATURES

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: January 2, 2024 By: /s/ Grant E. Fitz Grant E. Fitz Executive Vice President and Chief Financial Officer

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