Item 1.01.Entry Into a Material Definitive Agreement.
Amendment to Credit Agreement
On July 23, 2025, Matson, Inc. (“Matson” or the “Company”) entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. as Agent, and the lenders party thereto. The Credit Agreement amends and restates that certain Second Amended and Restated Credit Agreement dated as of March 31, 2021 (as amended, supplemented or otherwise modified prior to the Closing Date, the “Prior Credit Agreement”). All obligations of the Company under the Credit Agreement are guaranteed by Matson’s principal operating subsidiary Matson Navigation Company, Inc., and by certain other subsidiaries.
The Credit Agreement has a five-year maturity and provides loan commitments to the Company in the aggregate amount of $550,000,000, with an uncommitted $300,000,000 increase option. Matson reduced the size of its credit facility from $650 million to $550 million due to: (i) the nearly fully-funded status of the new Aloha Class vessel build program; and (ii) Matson’s expected lower level of capital needs for the remainder of the decade due in part to its next Jones Act build cycle which is not anticipated until the mid-2030s.
The Credit Agreement provides for amendments to certain covenants and other terms set forth in the Prior Credit Agreement, including (i) amending the pricing grid to provide for pricing ranging from, at the Company’s election, Secured Overnight Financing Rate (“SOFR”) plus a margin between 1.125% and 1.75% depending on the Company’s consolidated net leverage ratio, or base rate plus a margin between 0.125% and 0.75% depending on the Company’s consolidated net leverage ratio, and (ii) eliminating the minimum consolidated interest coverage ratio financial covenant. The Company may prepay any amount outstanding under the Credit Agreement without premium or penalty, in accordance with the terms of the Credit Agreement. The Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates. The Credit Agreement also contains customary events of default. Customary fees were paid in connection with the closing of the Credit Agreement.
The foregoing description is qualified in its entirety by the terms and conditions set forth in the Credit Agreement, a copy of which will be filed in accordance with the rules of the Securities and Exchange Commission.
Amendments to Existing Private Placement Facilities
On July 23, 2025, Matson and the holders of notes party thereto entered into amendments (collectively, the “2025 Note Amendments”) to each of (i) the Third Amended and Restated Note Purchase Agreement and Private Shelf Agreement dated as of September 14, 2016, among Matson and the holders of the notes issued thereunder, as amended, and (ii) the Note Purchase Agreement dated December 21, 2016 among Matson and the holders of the notes issued thereunder, in each case as amended prior to such date.
The 2025 Note Amendments provide for amendments to certain covenants and other terms, including eliminating the minimum consolidated interest coverage ratio financial covenant. Customary fees were paid in connection with the closing of the 2025 Note Amendments.
The foregoing description is qualified in its entirety by the terms and conditions set forth in the 2025 Note Amendments, a copy of which will be filed in accordance with the rules of the Securities and Exchange Commission.
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 herein is hereby incorporated in its entirety into Item 2.03 by reference.
