Section 2 – Financial Information
2.01 – Completion of Acquisition or Disposition of Assets
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.
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.
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
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
(a) Financial Statements of Business
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
(b) Pro Forma Financial
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.