Report of Foreign Issuer (6-k)
December 08 2017 - 7:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: December 2017
Commission
File Number:
001-36563
Orion
Engineered Carbons S.A.
(Translation of registrants name into English)
6, Route de Trèves
L-2633
Senningerberg (Municipality of Niederanven)
Grand Duchy of Luxembourg
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F.
Form
20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7): ☐
On December 7, 2017, Orion Engineered Carbons S.A. issued a press release announcing the
closing of the secondary offering of an aggregate 12,657,799 of its common shares by Kinove Luxembourg Holdings 1 S.à r.l. (Kinove Holdings) and certain other sellers, including current and former members of Orions
management team (together with Kinove Holdings, the Selling Shareholders). A copy of the press release is attached as Exhibit 99.1 hereto.
In connection with the offering, on December 4, 2017, the Company and the Selling Shareholders entered into an Underwriting Agreement
(the Underwriting Agreement), with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (the Underwriters), for the sale of 12,657,799 common shares, at a price to the public of $23.10 per share. The Selling
Shareholders received all of the net proceeds from the sale of these shares. The Underwriting Agreement contains representations, warranties and covenants customary in agreements of this type, including an agreement by the Company to indemnify the
Underwriters against certain liabilities arising out of or in connection with the offering.
The foregoing description of the Underwriting
Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement. A copy of the Underwriting Agreement is attached as Exhibit 99.2 to this Form
6-K
and is incorporated herein by reference and into the Companys Registration Statement on Form
F-3
(File
No. 333-209963).
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, thereunto duly authorized.
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Orion Engineered Carbons S.A.
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By:
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/s/ Charles Herlinger
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Name: Charles Herlinger
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Title: Chief Financial Officer
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Date: December 8, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press release of Orion Engineered Carbons S.A., dated December 7, 2017
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99.2
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Underwriting Agreement, dated as of December 4, 2017, among Orion Engineered Carbons S.A., the sellers named on Schedule I thereto and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC.
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