Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 7, 2020, Olivier Lambrechts announced his intention to resign from the
Board of Directors (the "Board") of Covia Holdings Corporation ("Company," "we,"
"us," "our" or "registrant"), effective July 8, 2020, to devote his full
attention to his position at SCR-Sibelco NV ("Sibelco").
The Amended and Restated Stockholders Agreement, dated August 19, 2019, by and
between Sibelco and the Company provides that if a vacancy is created due to the
resignation of a Sibelco-appointed director, the remaining Sibelco-appointed
directors may designate an individual to fill the vacancy. At a meeting held on
July 8, 2020, the Sibelco-appointed directors appointed Benny Loix to replace
Mr. Lambrechts on the Board. Mr. Loix has not been appointed to any committee of
the Board at this time.
Benny Loix, 52, currently serves as the Executive Vice President of Finance -
Treasurer and M&A for Sibelco. Mr. Loix joined Sibelco in 2008, where he has
held positions of increasing responsibility in the finance and treasury
functions. Mr. Loix also served as the Company's treasurer from July 2018 until
March 2020. Mr. Loix holds a master's degree in Applied Economics from KU Leuven
Brussels and a postgraduate degree in Corporate Finance from Vlerick Leuven.
Mr. Loix does not qualify as an independent director under SEC and New York
Stock Exchange independence requirements due to his employment with Sibelco,
with whom the Company has had a material relationship during the last three
fiscal years. As a result, Mr. Loix will receive no compensation for his service
as a director. There are no related party transactions between the Company and
Mr. Loix that would require disclosure under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
Restructuring Support Agreement
As previously reported, on June 29, 2020, the Company and certain of its direct
and indirect subsidiaries (collectively, the "Company Parties") voluntarily
commenced cases under chapter 11 (the "Chapter 11 Cases") of title 11 of the
United States Code in the U.S. Bankruptcy Court for the Southern District of
Texas (the "Bankruptcy Court").
In connection with the Chapter 11 Cases, the Company Parties entered into a
Restructuring Support Agreement (the "Restructuring Support Agreement"), dated
June 29, 2020, with certain creditors (the "Consenting Stakeholders"), which
contemplated agreed-upon terms for a prearranged plan of reorganization (the
"Plan"). Under the Restructuring Support Agreement, the Consenting Stakeholders
agreed, subject to certain terms and conditions, to support a financial
restructuring of the existing debt of, existing equity interests in, and certain
other obligations of the Company Parties, pursuant to the Plan as filed with the
Bankruptcy Court.
On July 7, 2020, the Consenting Stakeholders and the Company Parties entered
into an Amended and Restated Restructuring Support Agreement (a) to revise the
defined term "Required Consenting Stakeholders" to mean those Consenting
Stakeholders holding 60.01%, instead of 50.01%, of the aggregate outstanding
principal amount of the term loans under that certain Credit and Guaranty
Agreement, dated as of June 1, 2018, as amended, that are held by the Consenting
Stakeholders and (b) to provide that the Bankruptcy Court must enter, instead of
enforce, an order setting the general claims bar date in the Chapter 11 Cases
within 60 days of the petition date, which was June 29, 2020; provided that such
milestone may be extended by written agreement between the Company and the
Required Consenting Stakeholders.
--------------------------------------------------------------------------------
Additional Information on the Chapter 11 Cases
Court filings and information about the Chapter 11 Cases can be found at a
website maintained by the Company's claims agent Prime Clerk LLC at
http://cases.primeclerk.com/Covia, by calling 1-877-606-3610 (toll-free), or by
sending an email to CoviaInfo@PrimeClerk.com. The documents and other
information available via website or elsewhere are not part of this Current
Report and shall not be deemed incorporated herein.
Cautionary Note Regarding the Company's Common Stock
The Company cautions that trading in the Company's common stock during the
pendency of the Chapter 11 Cases is highly speculative and poses substantial
risks. Trading prices for the Company's common stock may bear little or no
relationship to the actual recovery, if any, by holders of the Company's common
stock in the Chapter 11 Cases. The Company expects that holders of the Company's
common stock could experience a significant or complete loss on their
investment, depending on the outcome of the Chapter 11 Cases.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amended and Restated Restructuring Support Agreement,
dated as of July 7, 2020, by and among the Company Parties
and the Consenting Stakeholders.
104 Cover Page Interactive Data File - the cover page XBRL tags
are embedded within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses