false 0001708035 0001708035 2023-05-23 2023-05-23





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2023



Ecovyst Inc.



Commission File Number: 001-38221


Delaware   81-3406833
(State or other jurisdiction   (IRS Employer
of incorporation)   Identification No.)
300 Lindenwood Drive  
Malvern, Pennsylvania   19355
(Address of principal executive offices)   (Zip Code)

(484) 617-1200

(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





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 May 23, 2023, Ecovyst Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC (the “Underwriter”) and INEOS Limited (the “Selling Stockholder”), relating to the underwritten offering of 14,000,000 shares (the “Shares”), including the Underwriter’s 30-day option to purchase up to an additional 2,100,000 shares of the Company’s common stock, par value $0.01 per share, from the Selling Stockholder, (the “Offering”). All of the Shares are being sold by the Selling Stockholder. The Underwriter has agreed to purchase the Shares from the Selling Stockholder pursuant to the Underwriting Agreement at a price of $10.8808 per share. In addition, pursuant to the Underwriting Agreement, the Company has agreed to purchase from the Underwriter 4,000,000 Shares being sold by the Selling Stockholder to the Underwriter, at a price per share equal to the price being paid by the Underwriter to the Selling Stockholder, resulting in an aggregate purchase price of $43,523,200 (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 May 23, 2023. The closing of the Offering and the Share Repurchase is expected to take place on or about May 26, 2023, 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 May 26, 2023, 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.


  1.1    Underwriting Agreement, dated May 23, 2023, by and among the Company, the Underwriter and the Selling Stockholder.
  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).


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: May 26, 2023


    Ecovyst Inc.

/s/ Michael Feehan

      Vice President and Chief Financial Officer