Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table contains information about purchases of our common stock during the first quarter of 2023:
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)
January 1, 2023—January 31, 2023 93,910 (2) $ 9.07 N/A N/A
February 1, 2023—February 28, 2023 — $ — N/A N/A
March 1, 2023—March 31, 2023 3,001,359 (3) $ 9.95 (4) 3,000,000 $ 283,448
Total 3,095,269
(1) Excludes brokerage commissions and other costs of execution.
(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. This program is expected to be funded using cash on hand and cash generated from operations. We primarily expect to conduct the repurchase program through negotiated transactions with the Company’s equity sponsors, as well as through open market repurchases or other means, including through Rule 10b-18 trading plans or through the use of other techniques such as accelerated share repurchases. The actual timing, number and nature of shares repurchased will depend on a variety of factors, including stock, price, trading volume, and general business and market conditions. 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.
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. As of March 31, 2023, $283.4 million was available for additional share repurchases under the program.
(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.
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ITEM 6. EXHIBITS.
The following exhibits are being filed or furnished as part of this Quarterly Report on Form 10-Q:
Exhibit No. Description
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)
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. and Citibank, N.A. (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. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer of Ecovyst Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer of Ecovyst Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer of Ecovyst Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following materials from the Quarterly Report on Form 10-Q of Ecovyst Inc. 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. for the quarter ended March 31, 2023, formatted in Inline XBRL and included as Exhibit 101
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SIGNATURES
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.
Ecovyst Inc.
Date: May 5, 2023 By: /s/ MICHAEL FEEHAN
Michael Feehan
Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.