UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Emerging
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Item 8.01 Other Events.
On June 21, 2021, Orion Engineered Carbons S.A. issued a press release announcing that it has settled its dispute with former owner Evonik over indemnity claims from the acquisition of Evonik’s global carbon black business in 2011. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| Orion Engineered Carbons S.A. | |||
| By: | /s/ Lorin Crenshaw | ||
| Name: Lorin Crenshaw | |||
| Title: Chief Financial Officer | |||
Date: June 21, 2021
EXHIBIT 99.1
Orion Engineered Carbons settles dispute with former owner Evonik over indemnity claims from the acquisition of Evonik’s global carbon black business in 2011
HOUSTON--(BUSINESS WIRE)-- Orion Engineered Carbons S.A. (NYSE: OEC), a leading global supplier of specialty and high-performance carbon black, today announced its agreement with Evonik to settle the arbitration proceedings which Orion (Germany) had commenced against an Evonik Industries AG affiliate in June 2019. The arbitration was launched by Orion to enforce - among others - indemnity claims covering capital expenditures and costs to remedy past violations of the U.S. Clean Air Act alleged by the U.S. Environmental Protection Agency (U.S. EPA).
According to the settlement, Evonik agrees to make a one-time cash payment of €66.55 million (approximately $79.3 million) to Orion which resolves the claims and counterclaims the parties raised in the arbitration. The settled dispute between Orion and Evonik originates from the acquisition of the carbon black business by Rhône Capital and Triton after the business was spun-out of Evonik in 2011.
The 2011 acquisition agreement provided for a partial indemnity from Evonik against various exposures, including capital investments, fines and costs arising in connection with U.S. Clean Air Act violations that allegedly occurred prior to the closing of the 2011 acquisition (i.e., under Evonik’s control). The respective claims raised by the U.S. EPA were ultimately resolved by a Consent Decree between Orion and the U.S. EPA in June 2018. Under the Consent Decree, Orion became obligated to install certain capital-intensive pollution control equipment at its U.S. carbon black plants.
In June 2019, Orion initiated arbitration proceedings to enforce its environmental indemnity claims against Evonik, and Evonik in turn submitted certain counterclaims related to tax indemnities and cost reimbursements against Orion. The settlement now reached by Orion and Evonik terminates the arbitration and puts an end to a legal controversy that lasted for almost a decade.
About Orion Engineered Carbons
Orion Engineered Carbons (NYSE:OEC) is a global supplier of carbon black products including high-performance specialty gas blacks, acetylene blacks, furnace blacks, lamp blacks, thermal blacks, and other carbon blacks that tint, colorize and enhance the performance of polymers, plastics, paints and coatings, inks and toners, textile fibers, adhesives and sealants, batteries, tires, and mechanical rubber goods, such as automotive belts and hoses. The company has over 125 years of history providing customized solutions from a network of 14 global production sites and is dedicated to responsible business practices that emphasize reliability, innovation and sustainability. For more information, please visit orioncarbons.com.
Orion
Engineered Carbons S.A.
Investor Relations
Wendy Wilson, +1 281-974-0155
Investor-Relations@orioncarbons.com
Source: Orion Engineered Carbons S.A.
Cover |
Jun. 21, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 21, 2021 |
| Entity File Number | 001-36563 |
| Entity Registrant Name | ORION ENGINEERED CARBONS S.A. |
| Entity Central Index Key | 0001609804 |
| Entity Tax Identification Number | 00-0000000 |
| Entity Incorporation, State or Country Code | N4 |
| Entity Address, Address Line One | 4501 Magnolia Cove Drive |
| Entity Address, Address Line Two | Suite 106 |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77345 |
| City Area Code | 281 |
| Local Phone Number | 318-2959 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Shares, no par value |
| Trading Symbol | OEC |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |