Subsequent Events

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events:

On October 25, 2025, the Company signed a definitive agreement to divest the controlling ownership interest of its Refining Solutions business (as defined below) to ChemCat AcquisitionCo, LLC and contribute the remaining ownership interest to ChemCat Holdings, LP, a newly-formed limited partnership (“Holdco”). The Refining Solutions business being divested is defined as the Company’s Ketjen reportable segment, excluding its PCS business and the Company’s 50% ownership interest in Eurecat S.A. (which the Company expects to divest in a separate transaction as described below). Following the completion of the transactions contemplated in the definitive agreement (collectively, the “Refining Solutions Business Transaction”), the Company will receive approximately $536 million in cash and will own 49% of the common units of Holdco. The Company expects the Refining Solutions Business Transaction to be completed in the first half of 2026, subject to customary and regulatory closing conditions.

The Company’s ownership interest in Holdco, initially representing a 49% interest, will consist of common units that will be junior to the preferred equity in Holdco held by other ownership groups. The preferred equity will accrue dividends, regardless of whether or not declared, for the first five years after the closing of the Refining Solutions Business Transaction, will be convertible into common equity of Holdco at the option of the holder.

In a separate transaction, on October 23, 2025, the Company entered into a definitive agreement to divest its 50% ownership interest in Eurecat S.A., a joint venture included in the Refining Solutions reporting unit, for approximately €105 million (approximately $122 million using September 30, 2025 foreign exchange rates) in cash to Axens SA. The Company expects this transaction to be completed in the first half of 2026, subject to customary and regulatory closing conditions.

In connection with these transactions, on October 25, 2025, the Company concluded the Refining Solutions reporting unit (the “Disposal Group”) met the criteria to be classified as held for sale in the Company’s consolidated financial statements. Upon classification as held for sale, the Disposal Group is measured at the lower of its carrying amount or its fair value less costs to sell, which could result in future non-cash impairment charges in the consolidated financial statements. The considerations above are based on management’s estimates and assumptions and may change as the transactions progress.

The PCS business will continue to be operated by the Company following these transactions. When the Company determines a reintegration plan for the PCS business, this change in circumstances for the PCS business may indicate that the carrying value of PCS’s long-lived assets are not recoverable and may constitute a triggering event to test for impairment in accordance with Accounting Standards Codification (“ASC”) 360. As of September 30, 2025, the carrying value of the PCS assets was approximately $181 million. If a triggering event were to be identified, the Company would perform an impairment assessment, and if an impairment loss is determined to exist, the Company may record a non-cash impairment loss during the period in which the triggering event occurs.