8-K

Orion S.A. (OEC)

8-K 2023-05-01 For: 2023-05-01
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2023

ORION ENGINEERED CARBONS S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg 001-36563 00-0000000
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (IRS Employer<br><br> <br>Identification No.)
1700 City Plaza Drive, Suite 300<br><br> <br>Spring, Texas 77389<br><br> <br>(Address of principal executive offices,<br> including zip code)
---

(281) 318-2959

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Shares, no par value OEC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On May 1, 2023, Orion Engineered Carbons S.A. (the “Company”) issued a press release announcing that the Company has achieved its 2022 emissions targets in the U.S. under its sustainability-linked term loan and will receive a 10 basis point rate reduction in interest payments, saving approximately $650,000. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit<br> No. Description
99.1 Press Release of Orion Engineered Carbons S.A. dated May 1, 2023
104 Cover<br> 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, thereunto duly authorized.

Orion Engineered Carbons S.A.
By: /s/ Jeff Glajch
Name: Jeff Glajch
Title: Chief Financial Officer

Date: May 1, 2023

EXHIBIT 99.1

FORIMMEDIATE RELEASE: May 1, 2023

Orion Engineered Carbons Achieves 2022 Emissions Targets for Sustainability-Linked Term Loan

HOUSTON – Orion Engineered Carbons (NYSE: OEC), a global specialty chemicals producer, announced today the company has achieved its 2022 emissions targets in the U.S. and will receive a 10 basis point rate reduction in interest payments on its sustainability-linked term loan, saving approximately $650,000.

When Orion agreed to the seven-year $650-million term loan in 2021, the company was one of the first to link the loan to environmental goals.

Starting this year, a third-party firm audited the air emissions figures at Orion’s four plants in the U.S. and determined whether the company achieved its targets. If Orion meets its targets for all four years, the company could reduce its financing costs by a total of $2.6 million.

“We’re pleased the first round of audits for our term loan were successful,” said Corning Painter, chief executive officer. “Achieving the emissions reduction goals underscores our strong focus and commitment to sustainability. We are confident we will have continued success achieving the emissions targets for the loan, which will lead to significant interest savings.”

Over the past five years, Orion has been upgrading its emissions control technology at all four of its U.S. plants. Three of these complex projects are completed, with the final one scheduled to be finished in 2023. The facilities are in Ivanhoe, La.; Belpre, Ohio; and the Texas cities of Orange and Borger.


AboutOrion Engineered Carbons

Orion Engineered Carbons (NYSE: OEC) is a leading global supplier of carbon black, a solid form of carbon produced as powder or pellets. The material is made to customers’ exacting specifications for tires, coatings, ink, batteries, plastics and numerous other specialty, high-performance applications. Carbon black is used to tint, colorize, provide reinforcement, conduct electricity, increase durability and add UV protection. Orion has innovation centers on three continents and 15 plants worldwide, offering the most diverse variety of production processes in the industry. The company’s corporate lineage goes back more than 160 years to Germany, where it operates the world’s longest-running carbon black plant. Orion is a leading innovator, applying a deep understanding of customers’ needs to deliver sustainable solutions. For more information, please visit orioncarbons.com.

Forward-LookingStatements

This document contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements of future expectations that are based on current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. New risk factors and uncertainties emerge from time to time and it is not possible to predict all risk factors and uncertainties, nor can we assess the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information, other than as required by applicable law.

Contacts:

Wendy Wilson

Head of Investor Relations

Orion Engineered Carbons

Direct: +1 281-974-0155

wendy.wilson@orioncarbons.com

William Foreman

Director of Corporate Communications and Government Affairs

Orion Engineered Carbons

Direct: +1 832-445-3305

Mobile: +1 281-889-7833

william.foreman@orioncarbons.com