UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| 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 | ||||||