Koch Minerals LLC and Cerberus Capital Management, L.P. agreed to acquire Performance Chemicals Business of PQ Group Holdings Inc. (NYSE:PQG) for $1.1 billion on February 28, 2021. Pursuant to the Purchase Agreement, Koch Minerals LLC and Cerberus Capital Management will pay a purchase price of $1.1 billion in cash, subject to certain adjustments specified therein, including for indebtedness, cash, working capital and transaction expenses of the Performance Chemicals business at the closing of the transaction. Following completion of the transaction, the business will continue to operate under the PQ brand. PQ Group will be entitled to receive a termination fee of $66 million from Koch Minerals and Cerberus Capital. The transaction, which is subject to regulatory approvals, the expiration or early termination of the applicable waiting periods or obtaining the applicable approvals, in each case under Competition Laws and customary closing conditions, is expected to be completed in 2021. As of May 6, 2021, the transaction is expected to close in the second half of 2021. As of July 15, 2021, as per the amendment the parties agreed to; subject only to the satisfaction or waiver of the conditions set forth of the original agreement, cause the closing to occur on August 2, 2021, which closing shall be deemed effective as of 12:01 a.m. New York City time, on August 1, 2021; provided that, if the conditions set forth in Article IX of the original agreement are not satisfied or waived as of such date, then Parent and Purchaser shall cause the Closing to occur as promptly as practicable in accordance with Section 2.3(a) of the original agreement. The proceeds from the transaction will be used by PQ Group Holdings to pay a special dividend in the range of $2.50 to $3.25 per share, with a corresponding reduction in debt of $450 million to $550 million. Jefferies, LLC served as financial advisor, and Douglas Ryder, Sara Zablotney, Benjamin Schreiner, Jay Ptashek, Mark Adler, Seth Traxler, Min Wang of Kirkland & Ellis LLP served as legal advisors, to Cerberus and Koch. Bryan Davis and Dan Michaels of Jones Day served as legal advisor to Koch. Citi is serving as lead financial advisor with BMO Capital Markets Corp. as co-advisor, and David Blittner, David Saltzman, Jay Kim, Craig Marcus, Renata Ferrari, Alyssa Kollmeyer, Claire Rosa and Laura Steinke of Ropes & Gray LLP is serving as legal counsel to PQ on the transaction. Ropes & Gray LLP, Babst, Calland, Clements and Zomnir, P.C., White & Case LLP, Cozen O’Connor and any other outside counsel to the Transferred Entities, Sellers or the equity holders of Parent or any of their respective Affiliates, and (ii) Ernst & Young and all other third party advisors engaged by the Transferred Entities, Sellers or the equity holders of Parent or any of their respective Affiliates, in connection with the Buyer Alternative Steps. Koch Minerals LLC and Cerberus Capital Management, L.P. completed the acquisition of Performance Chemicals Business of PQ Group Holdings Inc. (NYSE:PQG) on August 1, 2021. Ecovyst used a portion of the net cash proceeds to reduce its debt by $526.3 million. Additionally, the Board has declared a special cash dividend of $3.20 per share, payable on August 23, 2021 to shareholders of record as of the close of business on August 12, 2021. The sale resulted in a total cash return to shareholders of $5 per share.