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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): November 18, 2021

 

 

Ecovyst Inc.

 

 

 

Commission File Number: 001-38221

 

Delaware   81-3406833

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

 

300 Lindenwood Drive  
Malvern, Pennsylvania   19355
(Address of principal executive offices)   (Zip Code)

(610) 651-4400

(Registrant’s telephone number, including area code)

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   ECVT   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01

Entry into a Material Definitive Agreement

On November 18, 2021, Ecovyst Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters listed on Schedule II thereto (collectively, the “Underwriters”), and the selling stockholders listed on Schedule I thereto (collectively, the “Selling Stockholders”), relating to the underwritten offering of 8,000,000 shares (the “Shares”), including the Underwriters’ 30 day option to purchase up to an additional 1,200,000 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 $9.12 per share.

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 November 18, 2021. The closing of the Offering took place on November 23, 2021. 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 November 23, 2021, 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 November 18, 2021, 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    The cover page from this Current Report on Form 8-K of Ecovyst Inc., formatted in Inline XBRL and included as Exhibit 101


SIGNATURE

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.

 

Date: November 23, 2021       Ecovyst Inc.
    By:  

/s/ Michael Feehan

      Vice President and Chief Financial Officer