As previously disclosed, effective August 1, 2021, Ecovyst Inc. (the “Company”) completed the sale of its Performance Chemicals business to Sparta Aggregator L.P., a partnership established by Koch Minerals & Trading, LLC and Cerberus Capital Management, L.P. (the “Purchaser”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated February 28, 2021, as amended, between the Company and the Purchaser, for a purchase price of $1.1 billion in cash, subject to certain adjustments specified in the Purchase Agreement, including for indebtedness, cash, working capital and transaction expenses of the Performance Chemicals business at the closing of the transaction. In conjunction with entering into the Purchase Agreement, the Performance Chemicals business met the criteria set forth in Accounting
Standards Codification 205-20,
Presentation of Financial Statements – Discontinued Operations (“ASC
205-20”).
As a result, the results of operations of the Performance Chemicals business have been presented as discontinued operations in the consolidated statements of income for all periods presented beginning with the Company’s quarterly financial statements filed on Form
10-Q
for the quarter ended March 31, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 17, 2021. The Company is issuing this Current Report on Form
8-K
to recast the Performance Chemicals business as discontinued operations as of and for each of the periods covered by the Company’s Annual Report on Form
10-K
for the year ended December 31, 2020 (“2020 Form
10-K”),
filed with the SEC on March 17, 2021.
The information included in Exhibit 99.1 to this Current Report on Form
8-K
(“Exhibit 99.1”) is presented solely in connection with the presentation changes described above. Exhibit 99.1 does not reflect events occurring after the Company filed its 2020 Form
10-K
except as otherwise stated therein, and does not modify or update the disclosures therein, except as otherwise stated therein and to reflect the presentation of the Performance Chemicals business as discontinued operations as described above. Therefore, Exhibit 99.1 should be read in conjunction with the Company’s other filings made with the SEC, including, and subsequent to the date of, the 2020 Form
10-K.
The Company’s subsequent SEC filings contain important information regarding events, developments, and updates affecting the Company that have occurred since the filing of the 2020 Form
10-K.
Exhibit 99.1 presents a recast of the following historical financial information and related disclosures, originally included in the 2020 Form
10-K,
to reflect the presentation of the Performance Chemicals business as discontinued operations.
