Ecovyst (NYSE: ECVT) closes $190M INEOS Calabrian deal, adds $100M term loan

Rhea-AI Filing Summary

Ecovyst Inc. completed the previously announced acquisition of the entire issued share capital of INEOS Calabrian Holdings Corp. and INEOS Calabrian Corporation Canada, Inc. for a purchase price of $190 million, subject to customary cash and working capital adjustments.

To help fund the deal, wholly owned subsidiaries entered into a Fourth Amendment to their existing Term Loan Credit Agreement, adding a $100.0 million first lien Incremental Term Loan. This new borrowing is fungible with the existing term loans, shares the same collateral, maturity and amortization schedule, and bears interest at either Term SOFR plus 2.00% per annum or ABR plus 1.00% per annum at the Borrowers’ option. Proceeds were used to finance the acquisition, pay related fees and expenses, and for general corporate purposes.

Insights

Credit & M&A analyst

Ecovyst used new term debt to close a $190M chemical acquisition.

Ecovyst has closed the purchase of INEOS Calabrian’s U.S. and Canadian businesses for $190 million, expanding its industrial chemicals footprint. The price is subject to customary adjustments for cash and working capital, which will finalize the ultimate consideration.

Funding includes a $100.0 million first lien Incremental Term Loan under a Fourth Amendment to the existing Credit Agreement. The loan is fungible with existing Initial Term Loans and carries a variable rate of either Term SOFR plus 2.00% per annum or ABR plus 1.00%, preserving a consistent capital structure.

The Incremental Term Loan shares the same maturity, amortization schedule, collateral and other customary terms as the existing term loans, indicating a straightforward upsizing rather than a restructuring. Subsequent company filings may provide detail on post-transaction leverage, integration progress and performance of the acquired INEOS Calabrian operations.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Acquisition purchase price: $190 million Incremental Term Loan amount: $100.0 million Term SOFR margin: 2.00% per annum +2 more

5 metrics

Acquisition purchase price $190 million Entire issued share capital of US and Canadian INEOS Calabrian targets

Incremental Term Loan amount $100.0 million First lien term loan added under Fourth Amendment to Credit Agreement

Term SOFR margin 2.00% per annum Interest spread over Term SOFR for Incremental Term Loan

ABR margin 1.00% per annum Interest spread over ABR for Incremental Term Loan

Closing Date June 30, 2026 Date Incremental Term Loan was borrowed and acquisition completed

Key Terms

Incremental Term Loan, first lien term loan, Term SOFR, Share Purchase Agreement, +1 more

5 terms

Incremental Term Loan financial

"The Fourth Amendment provides for an additional $100.0 million first lien term loan (the “Incremental Term Loan”)"

An incremental term loan is an additional lump-sum loan that a borrower adds onto an existing long-term loan package, usually under the same agreement but with new funds and repayment terms. For investors, it matters because this extra borrowing changes a company’s debt load and interest obligations—like adding a room to a house and increasing the mortgage—potentially affecting credit risk, cash available for dividends, and the value of existing shares or bonds.

first lien term loan financial

"The Fourth Amendment provides for an additional $100.0 million first lien term loan"

A first lien term loan is a type of loan that is secured by a company’s assets and gives the lender the top legal claim on those assets if the borrower defaults, similar to a first mortgage on a house. It is repaid on a fixed schedule over a set period, and matters to investors because it sits ahead of other creditors in repayment priority—making it lower risk than unsecured debt and influencing a company’s borrowing costs and the potential recovery for equity or junior lenders.

Term SOFR financial

"either Term SOFR plus 2.00% per annum or ABR plus 1.00% per annum"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Share Purchase Agreement financial

"pursuant to the Share Purchase Agreement (the “Purchase Agreement”), dated as of May 1, 2026"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

amortization schedule financial

"The amortization schedule, maturity date, collateral and other customary terms of the Incremental Term Loan are identical"

A schedule that lays out each planned payment on a loan or debt over its life, showing how much of each payment reduces the original amount owed and how much pays the borrowing cost. Investors use it like a repayment roadmap to see when cash will be required, how quickly debt will shrink, and how interest costs affect a company’s future cash flow and profitability — important for valuing a business or assessing financial risk.

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 04:05 PM Accepted by SEC EDGAR 06/30/2026 - 04:05 PM Learn about SEC filing dates

false 0001708035 0001708035 2026-06-30 2026-06-30

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): June 30, 2026

Ecovyst Inc.

Commission File Number: 001-38221

Delaware		81-3406833
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

600 Lee Road, Suite 200 Wayne, Pennsylvania		19087
(Address of principal executive offices)		(Zip Code)

(484) 617-1200

(Registrant’s telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading symbol		Name of each exchange on which registered
Common stock, par value $0.01 per share		ECVT		New York Stock Exchange

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 Material Definitive Agreement

On June 30, 2026 (the “Closing Date”), Ecovyst Catalyst Technologies LLC (the “Parent Borrower”), a wholly owned subsidiary of Ecovyst Inc., Eco Services Operations Corp. (“Eco Services”, and together with Parent Borrower, collectively, the “Borrowers”) and Ecovyst Midco II Inc. entered into the Fourth Amendment Agreement, dated as of the Closing Date (the “Fourth Amendment”), by and among the Borrowers, Ecovyst Midco II Inc., the other guarantors party thereto, the 2026 Incremental Term Lenders (as defined therein) and UBS AG, Stamford Branch, as administrative agent, which amended the Term Loan Credit Agreement, dated as of June 9, 2021 (as amended by the First Amendment Agreement, dated as of February 9, 2023, the Second Amendment Agreement, dated as of June 12, 2024, the Third Amendment Agreement, dated as of January 30, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; and the Existing Credit Agreement, as amended by the Fourth Amendment, the “Credit Agreement”). All defined terms used in this Item 1.01 on Form 8-K that are not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement or Fourth Amendment, as applicable.

The Fourth Amendment provides for an additional $100.0 million first lien term loan (the “Incremental Term Loan”) as a fungible increase to the existing Initial Term Loans and makes certain other changes to the Existing Credit Agreement. The Incremental Term Loan will bear interest at the same variable rate as the Initial Term Loans, which is, at the option of the Borrowers, either Term SOFR plus 2.00% per annum or ABR plus 1.00% per annum. The amortization schedule, maturity date, collateral and other customary terms of the Incremental Term Loan are identical to those of the Initial Term Loans.

On the Closing Date, the Borrowers borrowed the Incremental Term Loan, the proceeds of which were used to finance the previously announced acquisition of the entire issued share capital of INEOS Calabrian Holdings Corp. (the “US Target”) and INEOS Calabrian Corporation Canada, Inc. (the “Canadian Target”), to pay fees and expenses in connection therewith and for general corporate purposes.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 8.01 Other Events

On June 30, 2026, Ecovyst Inc. (the “Company”), through its wholly owned subsidiaries New Structure Subco Inc. (the “US Purchaser”) and EV Industrial Chemical Subsidiary Holdings Inc. (the “Canadian Purchaser” and, together with the US Purchaser, the “Purchasers”), completed the previously announced acquisition of the entire issued share capital of the US Target and the Canadian Target pursuant to the Share Purchase Agreement (the “Purchase Agreement”), dated as of May 1, 2026, by and among INEOS Calabrian Holdings Limited, INEOS Calabrian Canada Holdings Limited, INEOS Enterprises Holdings Limited, the Company and the Purchasers, for a purchase price of $190 million, subject to certain customary adjustments specified therein, including for cash and working capital (the “Transaction”).

The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2026, and the full text of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Fourth Amendment Agreement, dated as of June 30, 2026, by and among Ecovyst Catalyst Technologies LLC, Eco Services Operations Corp., Ecovyst Midco II Inc., the other Guarantors party thereto, each 2026 Incremental Term Lender party thereto and UBS AG, Stamford Branch, as administrative agent.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURE

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.

Date: June 30, 2026				Ecovyst Inc.
				By:		/s/ Michael Feehan
				Name:		Michael Feehan
				Title:		Vice President and Chief Financial Officer

FAQ

What acquisition did Ecovyst Inc. (ECVT) complete on June 30, 2026?

Ecovyst completed the acquisition of the entire issued share capital of INEOS Calabrian Holdings Corp. and INEOS Calabrian Corporation Canada, Inc. The deal was executed under a Share Purchase Agreement dated May 1, 2026, closing through wholly owned U.S. and Canadian subsidiaries.

What was the purchase price for Ecovyst’s INEOS Calabrian acquisition?

The purchase price was $190 million, subject to customary adjustments for cash and working capital. These adjustments are standard in M&A transactions and may slightly change the final amount Ecovyst ultimately pays once closing balances are finalized.

How did Ecovyst (ECVT) finance the INEOS Calabrian acquisition?

Ecovyst financed the transaction in part with a $100.0 million Incremental Term Loan under a Fourth Amendment to its existing Term Loan Credit Agreement. Proceeds funded the acquisition, related fees and expenses, and were also available for general corporate purposes.

What are the key terms of Ecovyst’s new $100M Incremental Term Loan?

The Incremental Term Loan is a first lien term loan that is fungible with existing Initial Term Loans. It bears interest at either Term SOFR plus 2.00% per annum or ABR plus 1.00%, and shares the same maturity date, amortization schedule, collateral and other customary terms.

Which Ecovyst subsidiaries are parties to the new Credit Agreement amendment?

Ecovyst Catalyst Technologies LLC and Eco Services Operations Corp. are the Borrowers under the Credit Agreement, with Ecovyst Midco II Inc. and other guarantors also party to the Fourth Amendment. UBS AG, Stamford Branch serves as administrative agent for the 2026 Incremental Term Lenders.

What agreements are referenced in Ecovyst’s June 30, 2026 Form 8-K?

The Form 8-K references the Fourth Amendment Agreement to the Term Loan Credit Agreement and the Share Purchase Agreement dated May 1, 2026. The Fourth Amendment is filed as Exhibit 10.1, and the Purchase Agreement was previously filed as Exhibit 2.1 in an earlier report.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.2 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB