Item 1.01 Entry into a Material Definitive Agreement
On August 3, 2022, Ecovyst Inc. (the "Company") entered into an Underwriting
Agreement (the "Underwriting Agreement") by and among the Company, Goldman
Sachs & Co. LLC, Deutsche Bank Securities Inc. and Credit Suisse Securities
(USA) LLC, as representatives of the several underwriters listed on Schedule II
thereto (collectively, the "Underwriters"), and the selling stockholders listed
on Schedule I thereto (the "Selling Stockholders"), relating to the underwritten
offering of 13,000,000 shares (the "Shares"), including the Underwriters' 30 day
option to purchase up to an additional 1,950,000 shares from the Selling
Stockholders, of the Company's common stock, par value $0.01 per share (the
"Offering"). All of the Shares are being sold by the Selling Stockholders. The
Underwriters have agreed to purchase the Shares from the Selling Stockholders
pursuant to the Underwriting Agreement at a price of $8.35625 per share. In
addition, pursuant to the Underwriting Agreement, the Company has agreed to
purchase from the Underwriters 6,500,000 Shares being sold by the Selling
Stockholders to the Underwriters, at a price per share equal to the price being
paid by the Underwriters to the Selling Stockholders, resulting in an aggregate
purchase price of $54,315,625.00 (the "Share Repurchase"). The Company intends
to fund the Share Repurchase with cash on hand and cash generated from
operations.
The Offering is being made only by means of a prospectus. An automatic shelf
registration statement (including a prospectus) relating to the offering of
common stock was filed with the Securities and Exchange Commission (the "SEC")
on April 26, 2021 and became effective upon filing (File No. 333-255514) (the
"Registration Statement"). A prospectus supplement relating to the Offering was
filed with the SEC on August 3, 2022. The closing of the Offering is expected to
take place on or about August 8, 2022, subject to the satisfaction of customary
closing conditions. A copy of the Underwriting Agreement is filed as Exhibit 1.1
to this Current Report on Form 8-K.
Item 8.01 Other Events
Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company,
dated August 5, 2022, regarding the Shares to be sold in the Offering. A copy of
the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K. Certain
information relating to Part II, Item 14 "Other Expenses of Issuance and
Distribution" of the Registration Statement is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated August 3, 2022, by and among the
Company, the Underwriters and the Selling Stockholders.
5.1 Opinion of Ropes & Gray LLP
23.1 Consent of Ropes & Gray LLP (included in Exhibit 5.1 above)
99.1 Information relating to Part II, Item 14 "Other Expenses of
Issuance and Distribution" of the Registration Statement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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