Section 2 – Financial Information
Item 2.01 – Completion of Acquisition or Disposition of Assets
On July 18, 2022, Chase Corporation (“Chase” or the “Company”) filed a Form 8-K reporting the Stock Purchase Agreement by and among Chase, Nucera Holdings Inc., and Nucera Solutions Holdco LP, to acquire NuCera Solutions (“NuCera”). This transaction (the “Acquisition”) closed on September 1, 2022.
The Company acquired all of the capital stock of NuCera for a purchase price of $250,000,000, pending any working capital adjustments and excluding acquisition-related costs. The purchase was funded by utilizing $180,000,000 from Chase’s existing revolving credit facility and the remaining $70,000,000 from available cash on hand. Closing costs are estimated to be between $4,500,000 and $5,000,000 dollars and will be funded from available cash on hand.
NuCera is a recognized global leader in the production and development of highly differentiated specialty polymers and polymerization technologies serving demanding applications, offering products critical to enabling end-product functionality, performance and reliability. Chase will continue to market under NuCera brands and the business will be integrated into Chase’s Adhesives, Sealants and Additives reporting unit.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See item 2.01, which is incorporated hererin by reference.
Section 7 – Regulation FD
Item 7.01 – Regulation FD Disclosure
On September 6, 2022, Chase Corporation issued a press release announcing the closing of its acquisition of NuCera Solutions which is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference hererin.
Section 9 — Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements and additional information required pursuant to Item 9.01(a) of Form 8-K will be filed by amendment to this report on Form 8-K as soon as practicable, and in any event no later than November 16, 2022, the first business day 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required pursuant to Item 9.01(b) of Form 8-K will be filed by amendment to this report on Form 8-K as soon as practicable, and in any event no later than November 16, 2022, the first business day 71 days after the date which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
