8-K
filed November 15, 2023, 6:59 PM ET
CIK 0000830524
M&A
confidence high
sentiment neutral
materiality 1.00
CHASE CORP: M&A transaction — KKR completes acquisition of Chase Corporation for $127.50 per share, delisting from NYSE American
CHASE CORP
- KKR affiliates acquired Chase for $127.50 per share in cash, total equity value ~$1.3 billion.
- Chase common stock ceased trading on NYSE American; will be delisted and reporting obligations suspended.
- Prior board of directors resigned; Adam Chase and Michael Bourque appointed directors; Lance Reisman named Chairman.
- New $450M term loan and $75M revolving credit facility entered; prior BofA credit agreement repaid and terminated.
- KKR plans to implement a broad-based employee ownership program allowing all employees to participate in ownership.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chad A. McDaniel departed as Director at CHASE CORP.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ellen Rubin departed as Director at CHASE CORP.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Claire Chase departed as Director at CHASE CORP.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas D. Debyle departed as Director at CHASE CORP.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael J. Bourque was appointed as Director at CHASE CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
Adam P. Chase and Michael J. Bourque were appointed as directors of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dana Mohler-Faria departed as Director at CHASE CORP.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter R. Chase resigned as other_named_officer at CHASE CORP.
- Action
- resigned
Exact text from the filing
Peter R. Chase resigned from the officer position of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Wroe Jr. departed as Director at CHASE CORP.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adam P. Chase was appointed as Director at CHASE CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
Adam P. Chase and Michael J. Bourque were appointed as directors of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joan Wallace-Benjamin departed as Director at CHASE CORP.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John H. Derby departed as Director at CHASE CORP.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CHASE CORP: Immediately after the Effective Time, the articles of organization were amended and restated in their entirety.
- Change
- charter amendment
Exact text from the filing
were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CHASE CORP: Immediately after the Effective Time, the bylaws were amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
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
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CHASE CORP underwent a change of control involving Kohlberg Kravis Roberts & Co. L.P. (closed 2023-11-15).
- Action
- change of control
- Counterparty
- Kohlberg Kravis Roberts & Co. L.P.
- Closing
- 2023-11-15
Exact text from the filing
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 ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
CHASE CORP terminated BofA Credit Agreement with Bank of America, N.A..
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Bank of America, N.A.
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
CHASE CORP entered into Credit Agreement with Antares Capital LP valued at $450,000,000.
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Antares Capital LP
- Value
- $450,000,000
Exact text from the filing
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 ”)
View on SEC.gov
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