8-K

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): October 2, 2023

MINERALS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11430	25-1190717
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer  Identification No.)

622 Third Avenue, New York, New York	10017-6707
(Address of principal executive offices)	(Zip Code)

	(212) 878-1800
(Registrant's telephone number, including area code)

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.10 par value	MTX	NYSE

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))

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7.01	Regulation FD Disclosure.
	On October 2, 2023, Minerals Technologies Inc. (“MTI”) issued a press release (the “Press Release”) announcing that its subsidiaries, Barretts Minerals Inc. and Barretts Ventures Texas LLC (together, “BMI”), filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas to address and comprehensively resolve BMI’s liabilities associated with talc. BMI intends to operate its business normally throughout the duration of the Chapter 11 case. No other subsidiaries or business units of MTI are included in the filing and, as such, all are operating business as usual and will continue to do so during and after the Chapter 11 process. A copy of the Press Release is furnished as Exhibit 99.1 hereto, and is incorporated herein by reference.  Information in this Item 7.01 and Exhibit 99.1 shall not be deemed filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits
		99.1	Press Release dated October 2, 2023
		104	Cover Page Interactive Data File (formatted as inline XBRL)

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.

	MINERALS TECHNOLOGIES INC.
	(Registrant)
	By:	/s/ Timothy J. Jordan
	Name:	Timothy J. Jordan
	Title:	Vice President, General Counsel, Secretary and Chief Compliance Officer
Date:  October 2, 2023

EX-99.1

	EXHIBIT 99.1
	Press Release
	Investor Contact: Lydia Kopylova (212) 878-1831
	Media Contact: Jennifer Albert (212) 878-1840

Barretts Minerals Inc. and Barretts Ventures Texas LLC File for Chapter 11 Protection

New York, October 2, 2023: Minerals Technologies Inc. (NYSE: MTX) (“MTI” or the “Company”) today announced that its subsidiaries, Barretts Minerals Inc. (“BMI”) and Barretts Ventures Texas LLC (together, “the Debtors”), filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to address and comprehensively resolve BMI’s liabilities associated with talc.

The Debtors intend to operate their businesses normally throughout the duration of the Chapter 11 cases.

No other subsidiaries or business units of MTI are included in the filing and, as such, all are operating business as usual and will continue to do so during and after the Chapter 11 process.

“We continue to believe the lawsuits against BMI are meritless, and stand by the safety of BMI’s talc products, which have always been tested to the highest standard.  BMI’s filing is an important step in efficiently resolving BMI’s liabilities to enable the company to move forward and focus on its strategic priorities,” Douglas Dietrich, Chairman of the Board and Chief Executive Officer of MTI, said. “We considered a number of options and are confident that this path will provide the best resolution to all stakeholders, including talc claimants, employees, customers, and shareholders.”

BMI intends to pursue a sale of its talc assets under section 363 of the Bankruptcy Code. Proceeds of the sale will be used to fund the Chapter 11 case and an anticipated section 524(g) trust.

To facilitate this process, the Debtors have received a commitment of approximately $30 million in debtor-in-possession financing ("DIP") from JMB Capital Partners Lending, LLC, which, subject to the Bankruptcy Court’s approval, will provide sufficient liquidity to continue operations until the Debtors are able to access proceeds of the sale.

The Debtors are advised by Latham & Watkins LLP, Jefferies LLC, and M3 Partners. Additional information about the Chapter 11 cases can be found at: https://cases.stretto.com/BMI.

FORWARD-LOOKING STATEMENTS

This press release may contain "forward‐looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations and forecasts of future events such as new products, revenues and financial performance, and are not limited to describing historical or current facts. They can be identified by the use of words such as “believes,” “expects,” “plans,” “intends,” “anticipates,” and other words and phrases of similar meaning. Forward-looking statements are necessarily based on assumptions, estimates and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Actual future results may vary materially. Significant factors that could affect the expectations and forecasts include worldwide general economic, business, and industry conditions; the cyclicality of our customers’ businesses and their changing regional demands; our ability to compete in very competitive industries; consolidation in customer industries, principally paper, foundry and steel; our ability to renew or extend long term sales contracts for our satellite operations; our ability to generate cash to service our debt; our ability to comply with the covenants in the agreements governing our debt; our ability to effectively achieve and implement our growth initiatives or consummate the transactions described in the statements; our ability to successfully develop new products; our ability to defend our intellectual property; the increased risks of doing business abroad; the availability of raw materials and access to ore reserves at our mining operations, or increases in costs of raw materials, energy, or shipping; compliance with or changes to regulation in the areas of environmental, health and safety, and tax; claims for legal, environmental and tax matters or product stewardship issues; the continuing effects of the COVID-19 pandemic and the resulting preventative measures; operating risks and capacity limitations affecting our production facilities; seasonality of some of our businesses; cybersecurity and other threats relating to our information technology systems; and other risk factors and cautionary statements in our 2022 Annual Report on Form 10‐K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward‐looking statement, whether as a result of new information, future events, or otherwise.

XML

Document and Entity Information	Oct. 02, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 02, 2023
Entity File Number	001-11430
Entity Registrant Name	MINERALS TECHNOLOGIES INC.
Entity Central Index Key	0000891014
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	25-1190717
Entity Address, Address Line One	622 Third Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017-6707
City Area Code	212
Local Phone Number	878-1800
Title of 12(b) Security	Common Stock, $0.10 par value
Trading Symbol	MTX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false