OTHER INFORMATION.
−Removed: The following disclosure is provided in accordance with and in satisfaction of the requirements of Item 5.02 “ Departure of Directors or Certain Officers;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers ” of Form 8-K.
−Removed: In connection with the declaration of the special cash dividend declared by the Company’s Board further described in this Quarterly Report on Form 10-Q, each holder of the Company’s outstanding restricted stock units and stock options as of the record date for the dividend will receive either a dividend equivalent payment upon vesting or a reduction in strike price, subject to applicable tax law limitations.
+Added: The following disclosure is provided in accordance with and in satisfaction of the requirements of Item 5.03 “ Amendments to Articl es of Incorporated or Bylaws;
+Added: Change in Fiscal Year” of Form 8-K.
+Added: On November 8, 2021, the Company filed the following instrument with the Secretary of State of the State of Delaware:
+Added: • A Certificate of Correction of Certificate of Amendme nt of Certificate of Incorporation (the “Certificate of Correction”), which corrected a scrivener error in the Certificate of Amendment of Certificate of Incorporation previously filed with the Secretary of State of the State of Delaware on August 2, 2021 in connection with the Company’s name change from “PQ Group Holdings Inc.” to “Ecovyst Inc.” (the “Name Change”).
+Added: In accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the board of directors of the Company approved the Name Change, and pursuant to Section 242 of the DGCL, stockholder approval was not required for the Name Change.
+Added: The foregoing summary description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, which is filed as Exhibit 3.3 hereto, and is incorporated herein by reference.
The following exhibits are being filed or furnished as part of this Quarterly Report on Form 10-Q:
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3.2 Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on August 3, 2021)
+Added: 3.3 Certificate of Correction of Certificate of Amendment of Certificate of Incorporation
3.4 Bylaws of Ecovyst Inc.
(incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K, filed on August 3, 2021)
−Removed: 10.1 Term Loan Credit Agreement, dated as of June 9, 2021 among CPQ Midco I Corporation, PQ Corporation, Ecovyst Catalyst Technologies LLC, Eco Services Operations Corp., Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto, with Citibank, N.A., Credit Suisse Loan Funding LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, KeyBanc Capital Markets Inc.
−Removed: and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K , filed on June 11, 2021).
−Removed: 10.2 Third Amendment Agreement, dated as of June 9, 2021, to the ABL Credit Agreement, dated as of May 4, 2016, by and among PQ Corporation, CPQ Midco I Corporation, the Canadian Borrowers from time to time party thereto, the European Borrowers from time to time party thereto, the Lenders from time to time party thereto and Citibank, N.A., as Administrative Agent and Issuing Bank, with Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Bank of America, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, KeyBanc Capital Markets Inc.
−Removed: and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K , filed on June 11, 2021)
−Removed: 10.3 Amendment to Form of Director and Officer Indemnification Agreement
−Removed: 10.4 Form of Ecovyst Inc.
−Removed: Director and Officer Indemnification Agreement
31.1 Certification of Chief Executive Officer of Ecovyst Inc.
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101 The following materials from the Quarterly Report on Form 10-Q of Ecovyst Inc.
−Removed: for the quarter ended June 30, 2021, formatted in Inline XBRL:
+Added: for the quarter ended September 30, 2021, formatted in Inline XBRL:
(i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information, tagged as blocks of text and including detailed tags
104 The cover page from the Quarterly Report on Form 10-Q of Ecovyst Inc.
−Removed: for the quarter ended June 30, 2021, formatted in Inline XBRL and included as Exhibit 101
+Added: for the quarter ended September 30, 2021, formatted in Inline XBRL and included as Exhibit 101
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 thereunto duly authorized.
−Removed: August 9, 2021 By:
+Added: November 9, 2021 By:
/s/ MICHAEL FEEHAN
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.