Chase Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2023

Commission File No. 1-9852

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

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375 University Avenue, Westwood, Massachusetts 02090

(Address of Principal Executive Office) (Zip Code)

(Registrant’s telephone number, including area code: (781) 332-0700)

N/A

(Former name or former address, if changed since last report)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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Introductory Note.

 

As previously disclosed, Chase Corporation, a Massachusetts corporation (“Chase” or the “Company”), entered into an Agreement and Plan of Merger, dated as of July 21, 2023 (the “Merger Agreement”), by and among Chase, Formulations Parent Corporation, a Delaware corporation (“Parent”), and Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are each an affiliate of investment funds managed by Kohlberg Kravis Roberts & Co. L.P. On November 15, 2023 (the “Closing Date”), Merger Sub merged with and into the Company (the “Merger”) on the terms and conditions set forth in the Merger Agreement, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”).

Credit Agreement

Concurrently with the closing of the Merger, Formulations Intermediate Corporation, a Delaware corporation (“Holdings”), and Parent entered into that certain Credit Agreement, dated as of the Closing Date, among Holdings, Parent, as borrower, the lenders party thereto (the “Lenders”) and Antares Capital LP, as the administrative agent and collateral agent for the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement provides for extensions of credit in the form of (i) an initial term loan to Parent in an aggregate principal amount of $450,000,000, (ii) revolving credit loans made available to Parent at any time and from time to time, in an aggregate principal amount at any time outstanding not to exceed $75,000,000 (including both letters of credit extensions and the swingline loans, described below), (iii) letters of credit from time to time in an aggregate stated amount at any time outstanding not to exceed $15,000,000, and (iv) swingline loans in an aggregate principal amount at any time outstanding not to exceed $15,000,000.

The obligations under the Credit Agreement are secured on a first priority basis by substantially all assets of Parent and the guarantors (subject to certain exclusions and exceptions). The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of their respective types.

In connection with the consummation of the Merger, on the Closing Date, Chase repaid in full the obligations under the Second Amended and Restated Credit Agreement, dated as of July 27, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “BofA Credit Agreement”), among Chase and NEPTCO Incorporated, a Rhode Island corporation, each as borrowers and guarantors, the subsidiary guarantors as named therein, Bank of America, N.A. (“BofA”), as administrative agent, swing line lender and a letter of credit issuer, BofA Securities, Inc., as lead arranger and bookrunner, and the other lenders from time to time party thereto. Upon BofA’s receipt of such payment, all obligations under the BofA Credit Agreement, other than certain continuing indemnity obligations, were released, satisfied and discharged in full and all security interests in the collateral securing the loans were automatically terminated, released, satisfied and discharged.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”):

 

 

 

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with and as a result of the consummation of the Merger, shares of Company Common Stock ceased to trade on the NYSE American prior to market open on the Closing Date, and became eligible for delisting from the NYSE American and termination of registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has requested that the NYSE American file with the U.S. Securities and Exchange Commission (the “SEC”) a Notification of Removal From Listing and Registration on Form 25 to delist Company Common Stock from the NYSE American under Section 12(b) of the Exchange Act on the Closing Date. After the Form 25 becomes effective, the Surviving Corporation intends to file a Form 15 with the SEC to terminate the registration of Company Common Stock under Section 12(g) of the Exchange Act and suspend its reporting obligations with the SEC under Sections 13 and 15(d) of the Exchange Act.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

In connection with the consummation of the Merger, at the Effective Time, holders of shares of Company Common Stock (other than Excluded Shares), Company RSAs, Company PSAs and Company Options ceased to have any rights in connection with their holding of such securities (other than their right to receive (i) with respect to Company Common Stock, Company RSAs and Company PSAs, the Merger Consideration, as described in the Item 2.01, and (ii) with respect to Company Options, the consideration described in Item 2.01).

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The total equity value of the transaction was approximately $1.3 billion. Parent funded the Merger with debt and equity financing.

The information set forth in the Introductory Note and the information set forth under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the Merger, effective as of the Effective Time, Thomas D. Debyle, John H. Derby, Chad A. McDaniel, Ellen Rubin, Dana Mohler-Faria, Mary Claire Chase, Thomas Wroe Jr. and Joan Wallace-Benjamin ceased to be directors on the Company’s board of directors or any committee thereof, and Peter R. Chase resigned from the officer position of the Company. Immediately after the Effective Time, Adam P. Chase and Michael J. Bourque were appointed as directors of the Surviving Corporation.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Immediately after the Effective Time, the articles of organization and the bylaws of Chase, each as in effect as of the Effective Time were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, the Company issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in its entirety herein.

 

Exhibits

* Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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 hereunto duly authorized.