Covista (NYSE: CVSA) adds $510M term loans and redeems 2028 notes
Rhea-AI Filing Summary
Covista Inc. entered into an Amendment No. 5 to its Credit Agreement on March 2, 2026, creating new 2026 Term Loans with an aggregate original principal of $510 million maturing on March 2, 2033. These loans bear interest at Term SOFR plus 2.25% (with a 0.75% SOFR floor) or an alternate base rate plus 1.25%, and the amendment reduced term loan interest margins by 0.50%.
The company used the 2026 Term Loan proceeds to fully refinance existing term loans under the prior credit agreement and to redeem in full its 5.50% Senior Secured Notes due 2028. The redemption covered approximately $404,950,000 of principal at 100% of par plus accrued interest, after which the related indenture was fully satisfied and discharged.
Positive
- None.
Negative
- None.
Insights
Covista refinances term debt and redeems 2028 notes, modestly lowering interest margins.
Covista Inc. has replaced its existing term loans with new 2026 Term Loans totaling $510 million that mature on March 2, 2033. The loans reference Term SOFR plus 2.25% (with a 0.75% floor) or an alternate base rate plus 1.25%. The amendment cuts term loan interest margins by 0.50%, which slightly reduces ongoing borrowing costs.
Proceeds were used to refinance all prior term loans and redeem the 5.50% Senior Secured Notes due 2028, including about $404,950,000 of principal at 100% of par plus accrued interest. This consolidates the company’s debt under the amended credit facility and extends part of its maturity profile, while overall leverage and cash outlay are determined by the refinancing terms rather than net new borrowing.
The indenture governing the redeemed notes is now fully satisfied and discharged, removing associated covenants and collateral arrangements. Subsequent filings may provide more detail on covenant packages under the amended credit agreement and how the new maturity to 2033 aligns with the company’s cash generation and investment plans.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol | | Name of each exchange on |
Common Stock $0.01 Par Value | CVSA | NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On March 2, 2026, Covista Inc. (formerly known as Adtalem Global Education Inc.) (“Covista”, the “Company”, or “we”) entered into Amendment No. 5 to Credit Agreement and Incremental Assumption Agreement, dated as of March 2, 2026 (the “Amendment”), by and among the Company, as borrower, the guarantors party thereto, the lender party thereto and Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent (in such capacity, the “Administrative Agent”), which amended our Credit Agreement, dated as of August 12, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to March 2, 2026, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”), by and among the Company, as borrower, the lenders from time to time party thereto, MSSF, as collateral agent, and the Administrative Agent, in order to, among other things, incur new term loans thereunder (consisting of refinancing term loans and incremental term loans) in an aggregate original principal amount of $510 million (collectively, the “2026 Term Loans”), which 2026 Term Loans mature on March 2, 2033. Borrowings of 2026 Term Loans under the Amended Credit Agreement bear interest at a rate per annum equal to, at our option, Term SOFR plus 2.25% (subject to a SOFR floor of 0.75%) or an alternate base rate plus 1.25%. The Amendment resulted in a 0.50% reduction in our term loan interest rate margins.
The proceeds of the 2026 Term Loans were used to refinance in full the existing term loans outstanding under the Existing Credit Agreement and redeem in full the 5.50% Senior Secured Notes due 2028 (the “Notes”) outstanding under the Indenture, dated as of March 1, 2021 (as amended, supplemented, restated, and otherwise modified to date, the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee and notes collateral agent (the “Trustee”), and pay fees, closing costs, and other third party expenses relating to such refinancing and repayment (as further described in Item 1.02, below).
The foregoing description of the Amendment (including the Amended Credit Agreement) is not complete and is qualified in its entirety by reference to the Amendment (including the Amended Credit Agreement), a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 1.02Termination of a Material Definitive Agreement
On February 13, 2026, the Trustee sent a conditional notice of redemption on behalf of Covista to the holders of the Notes, relating to the redemption in full of the Notes outstanding as of March 2, 2026 (the “Redemption Date”). In connection therewith, on the Redemption Date, Covista deposited with the Trustee funds sufficient to redeem all Notes outstanding on the Redemption Date. The redemption payment (the “Redemption Payment”) included approximately $404,950,000 of outstanding principal at the redemption price equal to 100.00% of the principal amount of the Notes plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on the Redemption Date, the Indenture was fully satisfied and discharged in accordance with its terms and the Company and the subsidiary guarantors party thereto have no further obligations under the Indenture.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information required by this item is included in Item 1.01 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
4.1 | | Amendment No. 5 to Credit Agreement and Incremental Assumption Agreement, dated as of March 2, 2026, among Covista Inc. (formerly known as Adtalem Global Education Inc.), as borrower, the guarantors party thereto, the lender party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) |
* | Certain schedules and similar attachments have been omitted on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. Covista will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the Securities and Exchange Commission or its staff upon 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.
Covista Inc. | ||
By: | /s/ Robert J. Phelan | |
Robert J. Phelan | ||
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||
Date: March 3, 2026
FAQ
What did Covista Inc. (ATGE) announce regarding its credit agreement?
What are the key terms of Covista’s new 2026 Term Loans?
How did Covista Inc. use the proceeds from the 2026 Term Loans?
What happened to Covista’s 5.50% Senior Secured Notes due 2028?
Is the indenture for Covista’s 2028 notes still in effect after the redemption?
Did Covista’s amended credit facility change its interest margins?
Filing Exhibits & Attachments
5 documents