[8-K] Ascent Industries Co. Reports Material Event

Rhea-AI Filing Summary

Ascent Industries Co. (NASDAQ: ACNT) filed an 8-K to report three inter-related events dated June 30, 2025:

• Credit Facility Amendment: the company executed a Limited Consent and Fifth Amendment with BMO Bank N.A., maintaining its $30 million revolving commitment and the variable interest-rate margin of 1.85%-2.35%. The amendment releases all liens on American Stainless Tubing, LLC (ASTI) assets and removes ASTI as a loan party, providing lender consent to the divestiture.
• Master Lease Amendment: a Sixth Amended and Restated Master Lease with Store Master Funding XII, LLC eliminates the ASTI facility from the lease portfolio and lowers ACNT’s future rent relative to the prior lease dated April 4, 2025.
• Completion of Disposition: ACNT and its wholly-owned subsidiary ASTI closed the previously announced sale of substantially all ASTI assets to First Tube, LLC, a subsidiary of Triple-S Steel Holdings, Inc. Cash consideration totaled approximately $16 million, subject to customary closing adjustments. The asset purchase agreement contains standard representations, warranties and limited indemnities.

The credit amendment incorporates the lease and sale changes, while preserving borrowing capacity and liquidity. The disposition removes ASTI from ACNT’s operating and collateral base but immediately adds cash proceeds and lowers rent expense. No earnings figures or pro-forma financial impacts were disclosed in the filing.

Positive

• $16 million cash proceeds strengthen liquidity upon closing the ASTI asset sale.
• Credit facility retains full $30 million commitment and competitive 1.85%-2.35% margin despite collateral release.
• Sixth Master Lease reduces future rent expense, lowering fixed-cost burden.

Negative

• The filing discloses no pro-forma financial impact, leaving investors uncertain about revenue or earnings loss from divesting ASTI.
• Removal of ASTI reduces collateral and operating footprint, which could affect future borrowing capacity if performance weakens.

Insights

Financial Analyst

TL;DR: ACNT monetises ASTI for ~$16 M, cuts lease costs, preserves a $30 M revolver—overall liquidity positive with limited operational detail.

The simultaneous credit, lease and asset-sale amendments form a cohesive balance-sheet action. Cash proceeds of roughly $16 million boost near-term liquidity without shrinking the $30 million revolver, implying incremental financing flexibility. Releasing ASTI collateral and removing it as a loan party simplifies the security package but does not alter pricing, which remains competitive at 1.85%-2.35% over the base rate. The Sixth Master Lease’s rent reduction should trim fixed costs, supporting margin preservation after the lost ASTI contribution. Because the filing omits pro-forma revenue or EBITDA, investors cannot yet quantify dilution versus cash benefits, but the net effect skews moderately positive for liquidity and covenant headroom.

Credit Risk Specialist

TL;DR: Disposition removes collateral yet revolver terms unchanged; lender consent signals manageable credit risk.

From a lender’s standpoint, the Fifth Amendment’s maintenance of commitments and pricing despite collateral removal suggests BMO views ACNT’s remaining asset base and cash infusion as adequate. The fixed charge coverage ratio-linked margin incentivises disciplined leverage post-sale. Lease renegotiation aligns occupancy costs with the streamlined footprint, reducing future fixed obligations. Overall, credit metrics likely improve in the short term through cash inflow and lower rent, offsetting collateral dilution. Absent detailed covenants or pro-forma leverage figures, I classify the amendment as low risk and credit neutral-to-positive.

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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): June 30, 2025

Ascent Industries Co.

(Exact name of registrant as specified in its charter)

Delaware

0-19687

57-0426694

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

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

20 N. Martingale Rd,

Suite 430,

Schaumburg,

Illinois

60173

(Address of principal executive offices)

(Zip Code)

(630)

884-9181

(Registrant's telephone number, including area code)

Inapplicable

(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 (see General Instruction A.2. below):

☐    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			Name of exchange on which registered
Common Stock, par value $1.00 per share			ACNT			NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 1.01    Entry into a Material Definitive Agreement.

Credit Facility Amendment

On June 30, 2025, Ascent Industries Co. ("Ascent") entered into a Limited Consent, Fifth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A. and the other lenders under Ascent’s credit facility (the “Credit Facility Amendment”). The Credit Facility Amendment contains a consent for the previously announced American Stainless Tubing, LLC ("ASTI") divestiture, released the lien on the assets of ASTI and removed ASTI as a loan party. The maximum revolving loan commitment under the credit facility remains $30 million with an interest rate margin of between 1.85% and 2.35%, depending on average availability under the credit facility and Ascent’s consolidated fixed charge coverage ratio.

Master Lease Amendment

On June 30, 2025, Ascent and Store Master Funding XII, LLC, entered into a Sixth Amended and Restated Master Lease Agreement (the "Sixth Master Lease") to remove the ASTI facility and reduce the Company's rent pursuant to the Fifth Amended and Restated Master Lease Agreement between the parties dated April 4, 2025.

Item 2.01    Completion of Acquisition or Disposition of Assets.

As previously reported on June 23, 2025, Ascent and its wholly-owned subsidiary American Stainless Tubing, LLC. ("ASTI") entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which they sold substantially all of the assets related to ASTI to First Tube, LLC., a Texas limited liability company and wholly-owned subsidiary of Triple-S Steel Holdings, Inc (the “Purchaser”). The Purchase Agreement contains customary representations, warranties and limited indemnification by Ascent and ASTI. On June 30, 2025, the Company and Purchaser completed the transaction contemplated by the Purchase Agreement. The consideration for the transaction was approximately $16 million of cash proceeds subject to certain closing adjustments.

On June 30, 2025, Ascent issued a press release relating to the completion of the transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report of Form 8-K and incorporated by reference herein.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to (a) the other items of this Current Report on Form 8-K and (b) the Purchase Agreement which is incorporated by reference herewith as Exhibit 2.1 to the Current Report filed on Form 8-K on June 25, 2025. A copy of the Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties. In particular, the Purchase Agreement contains representations, warranties and covenants that were made as of specific dates and only for the benefit of the parties to the Purchase Agreement and are qualified by information included in confidential disclosure schedules. Moreover, certain representations, warranties and covenants in the Purchase Agreement were made for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the representations, warranties and covenants in the Purchase Agreement should not be relied upon as characterizations of the actual state of facts about the parties to the agreement.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included under Item 1.01 of this report is hereby incorporated herein by reference.

Forward Looking Statements

This report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal securities laws. All statements that are not historical facts are forward-looking statements. Forward looking statements can be identified through the use of words such as “estimate,” “project,” “intend,” “expect,” “believe,” “should,” “anticipate,” “hope,” “optimistic,” “plan,” “outlook,” “should,” “could,” “may” and similar expressions. The forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements and to review the risks as set forth in more detail in Ascent Industries Co.’s Securities and Exchange Commission filings, including our Annual Report on Form 10-K, which filings are available from the SEC or on our website. Ascent Industries Co. assumes no obligation to update any forward-looking information included in this report.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description
2.1*			Asset Purchase Agreement by and among First Tube, LLC., American Stainless Tubing, LLC., and Ascent Industries Co. dated as of June 23, 2025, incorporated by reference to Registrant's Current Report on Form 8-K filed June 25, 2025
10.1*			Limited Consent, Fifth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A. and the other lenders party thereto as of June 30, 2025
10.2			Sixth Amended and Restated Master Lease Agreement dated June 30, 2025 between Registrant and Store Master Funding XII, LLC
99.1			Press Release dated June 30, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is the type that the Company treats as private or confidential. Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant undertakes to furnish the omitted information and schedules upon request by the SEC.

SIGNATURE

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

			ASCENT INDUSTRIES CO.
Dated: July 2, 2025			By: /s/ Ryan Kavalauskas
			Ryan Kavalauskas
			Chief Financial Officer

FAQ

When did Ascent Industries (ACNT) complete the sale of American Stainless Tubing, LLC?

The transaction closed on June 30, 2025.

How much did ACNT receive from the ASTI asset sale?

ACNT received approximately $16 million in cash, subject to customary closing adjustments.

Did the credit facility size change after the amendment?

No. The revolving commitment remains at $30 million with an interest margin of 1.85%-2.35%.

What impact does the Sixth Master Lease have on ACNT’s expenses?

The lease amendment removes the ASTI facility and lowers rent versus the prior agreement.

Which bank leads Ascent Industries’ credit facility?

The facility is led by BMO Bank N.A..

What trading symbol does Ascent Industries’ common stock use?

The company’s common stock trades on NASDAQ under the symbol ACNT.