UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
−Removed: The following table contains information about purchases of our common stock during the third quarter of 2022:
−Removed: Total Number of Shares of Common Stock Purchased (1)
−Removed: Average Price Paid per Share of Common Stock (2)
+Added: The following table contains information about purchases of our common stock during the first quarter of 2023:
+Added: Total Number of Shares of Common Stock Purchased Average Price Paid per Share of Common Stock (1)
Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plan or Programs Maximum Number (or Dollar Value) of Shares of Common Stock that May Yet Be Purchased Under the Plans or Programs (in thousands)
−Removed: July 1, 2022—July 31, 2022 1,077,640 $ 9.77 1,077,640 $ 430,644
−Removed: August 1, 2022—August 31, 2022 6,500,000 $ 8.36 6,500,000 $ 376,328
−Removed: September 1, 2022—September 30, 2022 — $ — — $ 376,328
+Added: January 1, 2023—January 31, 2023 93,910 (2) $ 9.07 N/A N/A
+Added: February 1, 2023—February 28, 2023 — $ — N/A N/A
+Added: March 1, 2023—March 31, 2023 3,001,359 (3) $ 9.95 (4) 3,000,000 $ 283,448
Total 3,095,269
+Added: (1) Excludes brokerage commissions and other costs of execution.
+Added: (2) Represents shares of common stock delivered to the Company by employees to satisfy income tax withholding obligations of the employees in connection with the vesting of restricted stock units.
(3) In April 2022, our Board of Directors approved and announced a new stock repurchase program authorizing the repurchase of up to $450 million of the Company’s outstanding common stock over the next four years.
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The repurchase program does not obligate us to acquire any number of shares in any specific period or at all and may be amended, suspended or discontinued at any time at our discretion.
−Removed: On August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law.
−Removed: Among other things, the IRA imposes a 15% corporate alternative minimum tax for certain large corporations with average annual adjusted financial statement income in excess of $1 billion for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy.
−Removed: Historically, during the year we have made discretionary share repurchases.
−Removed: Beginning in 2023, these purchases would be subject to the excise tax.
−Removed: Based on the historical net repurchase activity the excise tax and the other provisions of the IRA are not expected to have a material impact on our results of operations or financial position.
−Removed: However, we are still in the process of analyzing the provisions of the IRA.
−Removed: During the three months ended September 30, 2022, the Company repurchased 1,077,640 shares of its common stock on the open market at an average price of $9.77 per share, for a total of $10.5 million.
−Removed: Additionally, in connection with a secondary offering of the Company’s common stock in August 2022, the Company repurchased 6,500,000 shares of its common stock sold in the offering from the underwriters at a price of $8.36 per share simultaneous with the closing of the offering, for a total of $54.3 million.
−Removed: As of September 30, 2022, $376.3 million was available for additional share repurchases under the program.
−Removed: There were no repurchases during September 2022.
−Removed: (2) Excludes brokerage commissions and other costs of execution.
+Added: Includes 1,359 shares of common stock delivered to the Company by employees to satisfy income tax withholding obligations of the employees in connection with the vesting of performance stock units, and 3,000,000 shares of common stock that the Company repurchased from the underwriter pursuant to the stock repurchase program in connection with a secondary offering of the Company’s common stock in March 2023 at a price of $9.95 per share for a total of $29.9 million.
+Added: As of March 31, 2023, $283.4 million was available for additional share repurchases under the program.
+Added: (4) Represents the weighted average price paid per share of the common stock, which includes 1,359 shares of common stock at an average price per share of $10.72 that were delivered to the Company by employees to satisfy income tax withholding obligations of the employees in connection with the vesting of performance stock units, and 3,000,000 shares of the common stock that the Company repurchased from the underwriter in connection with a secondary offering of the Company’s common stock at a price of $9.95 per share.
The following exhibits are being filed or furnished as part of this Quarterly Report on Form 10-Q:
+Added: 10.1 First Amendment Agreement, dated February 9, 2023 to the Term Loan Credit Agreement, dated June 9, 2021, by and among Ecovyst Catalyst Technologies LLC, Ecovyst Midco II Inc, Eco Services Operations Corp and Credit Suisse AG (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K, filed on February 28, 2023)
+Added: 10.2 Fourth Amendment, dated February 17, 2023 to the ABL Credit Agreement, dated May 4, 2016 by and among Ecovyst Catalyst Technologies LLC, Ecovyst Catalyst Technologies UK Limited, Ecovyst Midco II Inc.
+Added: and Citibank, N.A.
+Added: (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed on February 28, 2023)
31.1 Certification of Chief Executive Officer of Ecovyst Inc.
9 unchanged sentences
101 The following materials from the Quarterly Report on Form 10-Q of Ecovyst Inc.
−Removed: for the quarter ended September 30, 2022, formatted in Inline XBRL:
+Added: for the quarter ended March 31, 2023, 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 September 30, 2022, formatted in Inline XBRL and included as Exhibit 101
+Added: for the quarter ended March 31, 2023, 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: November 4, 2022 By:
+Added: May 5, 2023 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.