Item 1.02. Termination of a Material Definitive Agreement.

As previously reported, on June 29, 2020, Covia Holdings Corporation (the "Company") and certain of its direct and indirect subsidiaries (collectively, the "Company Parties") voluntarily commenced cases under chapter 11 (the "Chapter 11 Cases") of title 11 of the United States Code in the U.S. Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court").

In connection with the Chapter 11 Cases, the Company Parties entered into a Restructuring Support Agreement (the "Restructuring Support Agreement") with certain creditors (the "Consenting Stakeholders"), which contemplated agreed-upon terms for a prearranged plan of reorganization (the "Plan"). Under the Restructuring Support Agreement, the Consenting Stakeholders agreed, subject to certain terms and conditions, to support a financial restructuring of the existing debt of, existing equity interests in, and certain other obligations of the Company Parties, pursuant to the Plan as filed with the Bankruptcy Court.

On July 1, 2020, as part of the Plan and with the approval of the Bankruptcy Court, the Company terminated the Receivables Facility (as defined below), including the Receivables Financing Agreement (the "RFA") by and among (i) the Company, as initial servicer, (ii) Covia Financing LLC, a special purpose entity and wholly owned subsidiary of the Company, as borrower ("Covia Financing"), (iii) the persons from time to time party thereto, as lenders, (iv) PNC Bank, National Association, as LC bank and as administrative agent ("PNC"), and (v) PNC Capital Markets LLC, as structuring agent ("PNC Capital"). In connection with the RFA, (i) the Company, as originator and servicer, and Covia Financing, as the buyer, had entered into a Purchase and Sale Agreement ("PSA"), and (ii) various of the Company's subsidiaries, as sub-originators ("Sub-Originators"), and the Company, as the buyer and servicer, entered into the Sub-Originator Purchase and Sale Agreement ("Sub-PSA"). Together, the RFA, the PSA, and the Sub-PSA established the primary terms and conditions of an accounts receivable securitization program (the "Receivables Facility").

As previously reported, the commencement of the Chapter 11 Cases constituted an event of default under, and resulted in the acceleration of, the Company Parties' obligations under the RFA.

In connection with the termination of the Receivables Facility, the Company repaid all of the outstanding obligations in respect of principal, interest and fees under the Receivables Facility and terminated and released all security interests and liens in the assigned receivables granted in connection therewith.

Further, with the approval of the Bankruptcy Court, the Receivables Facility was replaced with a letter of credit facility pursuant to an interim order authorizing, among other things, (i) the Company's funding of a new letter of credit collateral account held at Covia Financing, (ii) entry into the Payoff and Reassignment Agreement (the "Payoff Agreement"), among the Company, Covia Financing, the Sub-Originators, PNC, and PNC Capital, (iii) the Company's, Covia Financing's and the Sub-Originators' entry into, and performance of, their respective obligations under the Payoff Agreement and, as applicable, the Reimbursement Agreement for Cash-Collateralized Standby Letters of Credit, among PNC, Covia Financing, and the Company (the "Reimbursement Agreement" and, together with the Payoff Agreement, the "Letter of Credit Agreements"), and (iv) execution of the transactions contemplated by the Letter of Credit Agreements.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On June 30, 2020, the Company was notified by the staff of NYSE Regulation, Inc. ("NYSE Regulation") that it had determined to commence proceedings to delist the Company's common stock from the New York Stock Exchange ("NYSE"). NYSE Regulation reached its decision that the Company is no longer suitable for listing pursuant to NYSE Listed Company Manual Section 802.01D after the Company commenced the Chapter 11 Cases. The Company does not intend to appeal the determination and, therefore, it is expected that its common stock will be delisted.




Item 8.01 Other Items.

On June 30, 2020, the Bankruptcy Court entered a final order approving the relief requested in the Motion for Entry of an Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Stock,


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Docket No. 73 (the "NOL Order"). The NOL Order is designed to assist the Company Parties in preserving certain of their tax attributes by establishing, among other things, the procedures (including notice requirements) that certain stockholders and potential stockholders must comply with regarding transfers of, or declarations of worthlessness with respect to, the Company's common stock, as well as certain obligations with respect to notifying the Company Parties with respect to current stock ownership (the "Procedures"). The terms and conditions of the Procedures were immediately effective and enforceable upon entry of the NOL Order by the Bankruptcy Court. Any actions in violation of the Procedures (including the notice requirements) are null and void ab initio, and (a) the person or entity making such a transfer will be required to take remedial actions specified by the Company Parties to appropriately reflect that such transfer of the Company's common stock is null and void ab initio and (b) the person or entity making such a declaration of worthlessness with respect to the Company's common stock will be required to file an amended tax return revoking such declaration and any related deduction to reflect that such declaration is void ab initio. The foregoing description of the NOL Order is not complete and is qualified in its entirety by reference to the NOL Order.

Additional Information on the Chapter 11 Cases

Court filings and information about the Chapter 11 Cases, including the NOL Order, can be found at a website maintained by the Company's claims agent Prime Clerk LLC at http://cases.primeclerk.com/Covia, by calling 1-877-606-3610 (toll-free), or by sending an email to CoviaInfo@PrimeClerk.com. The documents and other information available via website or elsewhere are not part of this Current Report and shall not be deemed incorporated herein.

Cautionary Note Regarding the Company's Common Stock

The Company cautions that trading in the Company's common stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company's common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company's common stock in the Chapter 11 Cases. The Company expects that holders of the Company's common stock could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.





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