[8-K] Materion Corporation Reports Material Event

Rhea-AI Filing Summary

Materion (NYSE:MTRN) filed an 8-K stating that on 26 Jun 2025 it executed a Fifth Amended & Restated Credit Agreement, replacing its 2021 facility.

The deal delivers a $450 million senior secured revolving credit facility plus a $225 million senior secured term loan; the term loan was fully drawn at closing. Both facilities mature on 26 Jun 2030.

Key provisions include a maximum net leverage ratio and minimum interest coverage ratio. The refinancing constitutes a direct financial obligation under Item 2.03 and is aimed at enhancing liquidity and strategic flexibility.

Positive

• $675 million senior secured facilities extend maturity to 2030, strengthening liquidity and reducing near-term refinancing risk

Negative

• Immediate draw of the $225 million term loan increases secured leverage and introduces leverage and coverage covenants that could tighten flexibility in a downturn

Insights

Debt Capital Markets Analyst

TL;DR: New $675 M secured package extends tenor, lifts liquidity.

The $450 M revolver and $225 M term loan refinance Materion’s 2021 facility, pushing maturity to 2030 and securing participation from five major lenders led by JPMorgan. Immediate full draw of the term loan raises gross debt but preserves full revolver availability for working-capital or M&A uses. Covenants—max net leverage and minimum interest coverage—appear customary for an industrial borrower and should be manageable given recent profitability. Although pricing is undisclosed, the multi-bank syndication suggests competitive terms. Overall, the agreement reduces near-term refinancing risk and provides dry powder, a net positive for credit profile and strategic optionality.

Portfolio Risk Analyst

TL;DR: Liquidity up, leverage up—overall effect neutral.

Drawing the $225 M term loan increases secured debt, subordinating existing unsecured claims. The revolver can further ramp leverage to $675 M, and new covenants may constrain flexibility if earnings falter. Without rate or EBITDA disclosure, interest-coverage headroom is uncertain. The five-year tenor mitigates refinancing pressure, yet higher leverage introduces sensitivity to cyclical demand. Net impact balances added liquidity against credit risk, leaving the filing strategically important but financially neutral until more details emerge.

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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 26, 2025

MATERION CORPORATION

(Exact name of registrant as specified in its charter)

Ohio 001-15885 34-1919973

(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)

6070 Parkland Blvd., Mayfield Hts., Ohio 44124

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (216) 486-4200

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, no par value MTRN 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 (§204.12b-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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 26, 2025, Materion Corporation, an Ohio corporation ("Materion"), entered into a Fifth Amended and Restated Credit Agreement (the "Credit Agreement"), with JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank National Association and Bank of America, N.A., as co-syndication agents, KeyBank National Association and PNC Bank, National Association, as co-documentation agents, and JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and BofA Securities, Inc., as joint bookrunners and joint lead arrangers. The Credit Agreement refinances the revolving credit facility and term loan facility provided under Materion's previous Fourth Amended and Restated Credit Agreement, dated October 27, 2021 (as amended). Among other things, the Credit Agreement provides for a $450 million senior secured revolving credit facility (the "Revolving Credit Facility") and a $225 million senior secured term loan facility (the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Credit Facilities"). The Term Loan Facility was fully drawn on June 26, 2025. The Credit Facilities mature on June 26, 2030. The Credit Agreement includes a maximum net leverage ratio covenant and a minimum interest coverage ratio covenant and provides Materion with continued flexibility for future strategic transactions.

The Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, which is 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 included in Item 1.01 above is incorporated by reference into this item 2.03.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit Number						Description of Exhibit
10.1						Fifth Amended and Restated Credit Agreement, dated as of June 26, 2025, by and among Materion Corporation, the foreign subsidiary borrowers party thereto from time to time, the financial institutions party thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank National Association and Bank of America, N.A., as co-syndication agents, KeyBank National Association and PNC Bank, National Association, as co-documentation agents, and JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and BofA Securities, Inc., as joint bookrunners and joint lead arrangers.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

						Materion Corporation
June 26, 2025			By:			/s/ Shelly M. Chadwick
						Shelly M. Chadwick
						Vice President, Finance and Chief Financial Officer

FAQ

How large is [[MTRN]]'s new credit facility announced on June 26 2025?

Materion secured a $450 million revolver and a $225 million term loan, totaling $675 million.

When does [[MTRN]]'s new credit agreement mature?

Both facilities mature on June 26, 2030.

Did [[MTRN]] draw down the term loan portion immediately?

Yes. The $225 million term loan was fully drawn on June 26 2025.

What financial covenants apply under [[MTRN]]'s new credit deal?

The agreement includes a maximum net leverage ratio and a minimum interest coverage ratio.

Why did [[MTRN]] refinance its credit facilities?

Management states the refinancing provides continued flexibility for future strategic transactions while extending debt maturity.

Which banks are leading [[MTRN]]'s new credit facilities?

JPMorgan is administrative agent; Wells Fargo and Bank of America are co-syndication agents; KeyBank and PNC are co-documentation agents.