Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-36563

ORION S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg

00-0000000

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1700 City Plaza Drive, Suite 300

Spring

Texas

77389

(Address of Principal Executive Offices)

(Zip Code)

(281) 318-2959

Registrant's telephone number, including area code

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


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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The registrant had 58,044,140 shares of common stock outstanding as of October 27, 2023.

Table of Contents

Orion S.A.

TABLE OF CONTENTS


PART I - Financial Information						1
Item 1. Financial Statements and Supplementary Data (Unaudited)						1
Condensed Consolidated Statements of Operations						1
Condensed Consolidated Statements of Comprehensive Income						2
Condensed Consolidated Balance Sheets						3
Condensed Consolidated Statements of Cash Flows						4
Condensed Consolidated Statements of Changes in Stockholders’ Equity						5
Notes to the Condensed Consolidated Financial Statements (Unaudited)						6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						16
Item 3. Quantitative and Qualitative Disclosures About Market Risk						25
Item 4. Controls and Procedures						25

PART II - Other Information						26
Item 1. Legal Proceedings						26
Item 1A. Risk Factors						26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						27
Item 3. Defaults Upon Senior Securities						27
Item 4. Mine Safety Disclosures						27
Item 5. Other						27
Item 6. Exhibits						28
Signatures						29

Table of Contents

Orion S.A.

PART I - Financial Information

Item 1. Financial Statements and Supplementary Data (Unaudited)

Condensed Consolidated Statements of Operations


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In millions, except share and per share data)
Net sales	$	466.2	$	543.1	$	1,425.7	$	1,568.8
Cost of sales	356.0		428.7		1,062.0		1,216.7
Gross profit	110.2		114.4		363.7		352.1

Selling, general and administrative expenses	55.6		56.0		168.3		173.2
Research and development costs	6.2		4.5		18.3		15.9

Other expenses, net	2.7		0.3		(1.0)		1.9


Income from operations	45.7		53.6		178.1		161.1

Interest and other financial expense, net	12.9		10.2		41.6		29.1
Reclassification of actuarial gain from AOCI	(2.2)		—		(6.7)		—
Income before earnings in affiliated companies and income taxes	35.0		43.4		143.2		132.0

Income tax expense	8.9		11.7		45.0		38.3
Earnings in affiliated companies, net of tax	0.1		0.1		0.4		0.3
Net income	$	26.2	$	31.8	$	98.6	$	94.0

Weighted-average shares outstanding (in thousands):
Basic	58,572		60,936		59,284		60,899
Diluted	59,252		61,215		59,934		61,314
Earnings per share:
Basic	$	0.45	$	0.52	$	1.66	$	1.54
Diluted	$	0.44	$	0.52	$	1.65	$	1.53

See accompanying Notes to these Condensed Consolidated Financial Statements

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Orion S.A.

Condensed Consolidated Statements of Comprehensive Income


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In millions)
Net income	$	26.2	$	31.8	$	98.6	$	94.0
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	0.3		(7.7)		(12.2)		(14.7)


Net gains (losses) on derivatives	0.9		10.6		(1.3)		32.1
Defined benefit plans, net	(1.7)		0.2		(4.6)		0.4
Other comprehensive income (loss)	(0.5)		3.1		(18.1)		17.8
Comprehensive income	$	25.7	$	34.9	$	80.5	$	111.8

See accompanying Notes to these Condensed Consolidated Financial Statements

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Orion S.A.

Condensed Consolidated Balance Sheets


	September 30, 2023		December 31, 2022
	(In millions, except share data)
ASSETS
Current assets
Cash and cash equivalents	$	59.1	$	60.8
Accounts receivable, net	267.3		367.8

Inventories, net	276.9		277.9
Income tax receivables	8.9		5.2
Prepaid expenses and other current assets	68.5		66.8
Total current assets	680.7		778.5
Property, plant and equipment, net	845.5		818.5
Right-of-use assets	110.3		97.6
Goodwill	72.9		73.4
Intangible assets, net	25.3		27.8
Investment in equity method affiliates	4.8		5.0
Deferred income tax assets	37.9		29.1

Other assets	56.3		58.8
Total non-current assets	1,153.0		1,110.2
Total assets	$	1,833.7	$	1,888.7

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	170.9	$	184.1
Current portion of long-term debt and other financial liabilities	149.1		258.3

Accrued liabilities	44.3		44.7
Income taxes payable	36.6		31.3
Other current liabilities	48.4		34.4
Total current liabilities	449.3		552.8
Long-term debt, net	662.8		657.0
Employee benefit plan obligation	50.9		50.0
Deferred income tax liabilities	80.4		70.0
Other liabilities	107.4		99.5
Total non-current liabilities	901.5		876.5
Commitments and contingencies
Stockholders' equity
Common stock
Authorized: 65,035,579 and 65,035,579 shares with no par value
Issued – 60,992,259 and 60,992,259 shares with no par value
Outstanding – 58,208,136 and 60,571,556 shares	85.3		85.3
Treasury stock, at cost, 2,784,123 and 420,703	(63.4)		(8.8)
Additional paid-in capital	78.9		76.4
Retained earnings	412.7		319.0
Accumulated other comprehensive loss	(30.6)		(12.5)
Total stockholders' equity	482.9		459.4
Total liabilities and stockholders' equity	$	1,833.7	$	1,888.7

See accompanying Notes to these Condensed Consolidated Financial Statements

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Orion S.A.

Condensed Consolidated Statements of Cash Flows


	Nine Months Ended September 30,
	2023		2022
	(In millions)
Cash flows from operating activities:
Net income	$	98.6	$	94.0
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets	80.8		79.9

Amortization of debt issuance costs	2.0		1.4
Share-based compensation	8.3		5.0
Deferred tax provision	5.5		2.8

Foreign currency transactions	3.2		(13.8)
Reclassification of actuarial gain from AOCI	(6.7)		—
Other operating non-cash items, net	(0.7)		(0.7)
Changes in operating assets and liabilities, net:
Trade receivables	98.1		(149.2)
Inventories	(6.3)		(65.3)
Trade payables	(3.8)		20.0
Other provisions	0.2		(2.0)
Income tax liabilities	2.5		13.6
Other assets and liabilities, net	(8.0)		(2.4)
Net cash provided by (used in) operating activities	273.7		(16.7)
Cash flows from investing activities:
Acquisition of property, plant and equipment	(111.0)		(167.1)


Net cash used in investing activities	(111.0)		(167.1)
Cash flows from financing activities:
Proceeds from long-term debt borrowings	12.6		35.3
Repayments of long-term debt	(2.3)		(2.3)
Payments for debt issue costs	(0.2)		(1.5)
Cash inflows related to current financial liabilities	103.2		201.6
Cash outflows related to current financial liabilities	(215.6)		(61.7)
Dividends paid to shareholders	(3.7)		(3.8)
Repurchase of common stock under Stock Repurchase Program	(58.9)		(0.2)


Net cash provided by (used in) financing activities	(164.9)		167.4
Decrease in cash, cash equivalents and restricted cash	(2.2)		(16.4)
Cash, cash equivalents and restricted cash at the beginning of the period	63.4		68.5
Effect of exchange rate changes on cash	(0.6)		(5.5)
Cash, cash equivalents and restricted cash at the end of the period	60.6		46.6
Less restricted cash at the end of the period	1.5		3.5
Cash and cash equivalents at the end of the period	$	59.1	$	43.1

See accompanying Notes to these Condensed Consolidated Financial Statements

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Orion S.A.

Condensed Consolidated Statements of Changes in Stockholders’ Equity


			Common stock			Treasury shares		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Total
(In millions, except share and per share amounts)			Number	Amount
Balance at January 1, 2023			60,571,556	$	85.3	$	(8.8)	$	76.4	$	319.0	$	(12.5)	$	459.4
Net income			—	—		—		—		42.3		—		42.3
Other comprehensive loss, net of tax			—	—		—		—		—		(10.5)		(10.5)
Dividends	$0.02	per share	—	—		—		—		(1.3)		—		(1.3)
Repurchases of Common stock			(1,286,915)	—		(29.3)		—		—		—		(29.3)
Share based compensation			—	—		—		2.1		—		—		2.1
Issuance of stock under equity compensation plans			131,550	—		2.9		(4.6)		—		—		(1.7)
Balance at March 31, 2023			59,416,191	85.3		(35.2)		73.9		360.0		(23.0)		461.0
Net income			—	—		—		—		30.1		—		30.1
Other comprehensive loss, net of tax			—	—		—		—		—		(7.1)		(7.1)
Dividends	$0.04	per share	—	—		—		—		(2.4)		—		(2.4)
Repurchases of Common stock			(822,595)	—		(20.2)		—		—		—		(20.2)
Share based compensation			—	—		—		2.6		—		—		2.6
Issuance of stock under equity compensation plans			47,250	—		1.4		(1.2)		—		—		0.2
Balance at June 30, 2023			58,640,846	$	85.3	$	(54.0)	$	75.3	$	387.7	$	(30.1)	$	464.2
Net income			—	—		—		—		26.2		—		26.2
Other comprehensive loss, net of tax			—	—		—		—		—		(0.5)		(0.5)
Dividends	$0.02	per share	—	—		—		—		(1.2)		—		(1.2)
Repurchases of Common stock			(432,710)	—		(9.4)		—		—		—		(9.4)
Share based compensation			—	—		—		3.6		—		—		3.6

Balance at September 30, 2023			58,208,136	$	85.3	$	(63.4)	$	78.9	$	412.7	$	(30.6)	$	482.9




Balance at January 1, 2022			60,656,076	$	85.3	$	(6.3)	$	71.4	$	217.8	$	(48.5)	$	319.7
Net income			—	—		—		—		32.5		—		32.5
Other comprehensive income, net of tax			—	—		—		—		—		24.9		24.9
Dividends	$0.02	per share	—	—		—		—		(1.2)		—		(1.2)

Share based compensation			—	—		—		1.5		—		—		1.5

Balance at March 31, 2022			60,656,076	85.3		(6.3)		72.9		249.1		(23.6)		377.4
Net income			—	—		—		—		29.7		—		29.7
Other comprehensive loss, net of tax			—	—		—		—		—		(10.2)		(10.2)
Dividends	$0.04	per share	—	—		—		—		(2.5)		—		(2.5)

Share based compensation			—	—		—		1.6		—		—		1.6
Issuance of stock under equity compensation plans			93,189	—		1.6		(2.4)		—		—		(0.8)
Balance at June 30, 2022			60,749,265	$	85.3	$	(4.7)	$	72.1	$	276.3	$	(33.8)	$	395.2
Net income			—	—		—		—		31.8		—		31.8
Other comprehensive income, net of tax			—	—		—		—		—		3.1		3.1
Dividends	$0.02	per share	—	—		—		—		(1.3)		—		(1.3)

Share based compensation			—	—		—		1.9		—		—		1.9
Issuance of stock under equity compensation plans			66,323	—		—		—		—		—		—
Balance at September 30, 2022			60,815,588	$	85.3	$	(4.7)	$	74.0	$	306.8	$	(30.7)	$	430.7

See accompanying Notes to these Condensed Consolidated Financial Statements

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Orion S.A

Notes to the Condensed Consolidated Financial Statement (Unaudited)


Table of Contents—Notes
Note A.	Organization, Description of the Business and Summary of Significant Accounting Policies	7
Note B.	Accounts Receivable	7
Note C.	Inventories	7
Note D.	Debt and Other Obligations	7
Note E.	Financial Instruments and Fair Value Measurement	9
Note F.	Employee Benefit Plans	11
Note G.	Accumulated Other Comprehensive Income (Loss)	12
Note H.	Earnings Per Share	13
Note I.	Income Taxes	13
Note J.	Commitments and Contingencies	13
Note K.	Financial Information by Segment	14

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Note A. Organization, Description of the Business and Summary of Significant Accounting Policies

Orion S.A.’s (formerly, Orion Engineered Carbons S.A.) unaudited Condensed Consolidated Financial Statements include Orion S.A. and its subsidiaries (“Orion” or the “Company”). The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report in Form 10-K for the year ended December 31, 2022.

The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of our results for the interim periods presented. These statements contain some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. Results for interim periods are not necessarily indicative of results to be expected for the full year.

Note B. Accounts Receivable

Accounts receivable, net of allowance for credit losses, are as follows:


	September 30, 2023		December 31, 2022
	(In millions)
Accounts receivable	$	268.9	$	370.4
Expected credit losses	(1.6)		(2.6)
Accounts receivable, net	$	267.3	$	367.8

Note C. Inventories

Inventories, net of reserves, are as follows:


	September 30, 2023		December 31, 2022
	(In millions)
Raw materials, consumables and supplies, net	$	115.9	$	108.3
Work in process	0.1		—
Finished goods, net	160.9		169.6
Inventories, net	$	276.9	$	277.9

Note D. Debt and Other Obligations

Debt and other obligations are as follows:


	September 30, 2023		December 31, 2022
	(In millions)
Current
Current portion of Term-Loan	$	3.0	$	3.0
Deferred debt issuance costs - Term-Loan	(0.6)		(0.7)
Other short-term debt and obligations	146.7		256.0
Current portion of long-term debt and other financial liabilities	149.1		258.3
Non-current
Term-Loan	608.8		613.2
Deferred debt issuance costs - Term-Loan	(3.1)		(3.7)
China Term-Loan	57.1		47.5

Long-term debt, net	662.8		657.0
Total	$	811.9	$	915.3

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

a.Term-Loan

The Term-Loan facility was allocated to one term loan facility denominated in U.S. dollars of $300 million and another denominated in Euros of €300 million with both having a maturity date of September 24, 2028. Interest is calculated based on three months EURIBOR (for the Euro-denominated loan) plus a margin of 2.50%, or three-month USD-LIBOR (for the USD-denominated loan) plus a margin of 2.25%.

Due to cessation of U.S. dollar LIBOR after June 30, 2023 (“LIBOR cessation date”), in May 2023, the Company entered into the Eleventh Amendment to the Credit Agreement (the “Term-Loan”) to update the referenced floating benchmark rate. The U.S. dollar loan, 3-M USD-Libor was replaced by USD Term SOFR 3M + CAS (Credit Adjustment Spread) effective for all interest rate periods after June 30, 2023.

In August 2023, we entered into the 12th amendment, which primarily approved the merger of two of our wholly owned subsidiaries.

Other provisions of the Credit Agreement relating to the Term Loan remained unchanged.

b.Revolving credit facility

In October 2023, Orion entered into the 13th Amendment, which amended and restated our revolving credit facility (“RCF”). We voluntarily reduced the borrowing capacity under our amended RCF from €350 million to €300 million. Interest is calculated based on EURIBOR plus a 1.65% - 3.30% margin (depending on leverage ratio). At current leverage ratio (between 2.25x and 2.75x), the margin is at 2.30%.

The amended RCF includes a sustainability-linked margin adjustment. The credit spread will increase or decrease up to 5 basis points depending on two key performance indicators: greenhouse gas intensity and environmental, social and governance rating from EcoVadis, a provider of corporate sustainability rating.

Covenant Compliance — There is one financial covenant under the amended RCF that will be tested when RCF utilization (including debt drawn under ancillary credit facility lines) exceeds 50%. Net Leverage, as defined in the Credit Agreement (the “Covenant Trigger”), is not permitted to exceed 4.0x.

Other provisions of the Credit Agreement relating to the RCF remained unchanged.

As of September 30, 2023, the capacity under our RCF was €350 million. Interest is calculated based on EURIBOR (for euro drawings), and USD Term SOFR + CAS (for U.S. Dollar drawings) plus a 1.65% - 2.70% margin (depending on leverage ratio).

There were no borrowings under the RCF as of September 30, 2023. As of December 31, 2022, borrowings under the RCF were $53.3 million.

As of September 30, 2023 and December 31, 2022, availability under the RCF was $234.4 million and $165.9 million, respectively.

Ancillary Credit Facilities—As part of the RCF, the Company may also establish ancillary credit facilities by converting the commitments of select lenders under the RCF into bilateral credit agreements. Borrowings under the ancillary credit facilities reduce RCF availability. For RCF financial covenant testing, borrowing under ancillary credit facilities are considered debt drawn under the RCF, as discussed elsewhere in this footnote.

As of September 30, 2023 and December 31, 2022, committed ancillary credit facilities totaled $284.2 million and $286.1 million, respectively.

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

c.Other Short-Term borrowings and Obligations

Other short-term debt and obligations are as follows:


	September 30, 2023		December 31, 2022
	(In millions)
Revolving credit facility	$	—	$	53.3

Ancillary credit facilities
OEC GmbH outstanding borrowings	130.4		148.7
OEC LLC outstanding borrowings	—		5.4

Uncommitted local lines of credit:
Korea (capacity $39.0 million)	2.0		—
Brazil (capacity $3.2 million)	—		2.9
China working capital	4.1		1.5
Korea working capital loan	10.2		7.9
Repurchase agreement	—		36.3


Total of Other short-term debt and obligations	$	146.7	$	256.0

Supplemental information:
Total ancillary capacity - EUR	€	268.3	€	268.3
Total ancillary capacity - U.S. $	$	284.2	$	286.1

As of September 30, 2023, we are in compliance with our debt covenants.

Accounts Receivable Factoring Facilities―We entered into agreements with various third-party financial institutions for the sale of certain Accounts receivable. We have concluded that there would generally be no risk of loss to us from non-payment of the sold receivables because:

•The transferred financial assets have been isolated beyond the reach of our creditors, even in bankruptcy or other receivership;

•The party purchasing accounts receivables has the right to pledge and or exchange the transferred assets without restrictions; and

•We do not retain effective control over the transferred financial assets.

For the three and nine months ended September 30, 2023, the gross amount of receivables sold were as $106.2 million and $300.4 million, respectively. No sales were made in 2022.

In the Condensed Consolidated Statements of Operations, the loss on receivables sale is reflected in Other expenses, net. For the three and nine months ended September 30, 2023 the loss on receivables sale were $1.3 million and $3.1 million, respectively.

For additional information relating to our debt, see “Note J. Debt and Other Obligations”, included in our Annual Report in Form 10-K for the year ended December 31, 2022.

Note E. Financial Instruments and Fair Value Measurement

Risk management

We have policies governing the use of derivative instruments and do not enter into financial instruments for trading or speculative purposes.

By using derivative instruments, we are subject to credit and market risk. To minimize counterparty credit (or repayment) risk, we enter into transactions primarily with investment grade financial institutions. The market risk exposure is not hedged in a manner to completely eliminate the effects of changing market conditions on earnings or cash flow.

No significant concentration of credit risk existed as of September 30, 2023 or December 31, 2022.

Cash flow hedge

Due to LIBOR cessation, the Company in May 2023 amended its previously existing cross-currency swaps in the amount of $197 million to update the referenced floating benchmark rate. We transitioned from US dollar LIBOR 3M to US dollar Term SOFR 3M + CAS (Credit Adjustment Spread) on September 29, 2023. Other terms of the cross-currency swaps remained unchanged. The cross-currency swap will expire on September 30, 2028, in line with the maturity of the term loan.

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

In 2021 we adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 848, Reference Rate Reform (“ASC 848”). This guidance permits entities to elect certain optional expedients for contract modifications for debt, and leases related to reference rate reform as well as derivative contracts and for the continued application of hedge accounting to certain hedging relationships affected by reference rate reform activities.

We applied the practical expedients allowed under ASC 848 as follows:

•Accounted for the modification to our term loan facility as if the modification was not substantial in accordance with ASC 470-50, Modifications and Extinguishment and thus a continuation of the existing contract.

•The cross-currency swaps in cash-flow hedging relationships were not de-designated as a result of the modifications and continue to be highly effective and qualify for hedge accounting.

Fair value measurement

The following table summarizes outstanding financial instruments that are measured at fair value on a recurring basis:


	September 30, 2023				December 31, 2022				Balance Sheet Classification
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(In millions)
Assets
Derivatives designated as hedges:
Cross currency swaps	$	197.0	$	47.4	$	197.0	$	46.6	Other financial assets (non-current)
Interest rate swaps	291.3		6.9		293.3		9.6		Other financial assets (non-current)
Total	$	488.3	$	54.3	$	490.3	$	56.2

All financial instruments in the table above are classified as Level 2. We present the gross assets and liabilities of our derivative financial instruments in the Condensed Consolidated Balance Sheets.

For financial assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period. There were no transfers of assets measured at fair value between Level 1 and Level 2 and there were no Level 3 investments during 2023 or 2022.

The following table presents the carrying value and estimated fair value of our financial instruments that are not measured at fair value on a recurring basis for the periods presented. Short-term and Long-term debt are recorded at amortized cost in the Condensed Consolidated Balance Sheets.


	September 30, 2023				December 31, 2022
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(In millions)
Non-derivatives:
Liabilities:
Term-Loan	$	611.8	$	605.8	$	616.2	$	596.8
China Term loan	57.1		55.0		47.5		42.9
Total	$	668.9	$	660.8	$	663.7	$	639.7

Term-Loan and China Term-Loan in the table above are classified as Level 2.

At both September 30, 2023 and December 31, 2022, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, short term borrowings and variable rate debt approximated their carrying values due to the short-term nature of these instruments.

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

The following tables summarize the pre-tax effect of derivative and non-derivative instruments recorded in Accumulated other comprehensive income (loss) (“AOCI”), the gains (losses) reclassified from AOCI to earnings and additional gains (losses) recognized directly in earnings:


	Effect of Financial Instruments
	Three Months Ended Sep 30,
	Gain (Loss) Recognized in AOCI				Gain (Loss) Reclassified from AOCI to Income				Income Statement Classification
	2023		2022		2023		2022
	(In millions)
Derivatives designated as hedges:
Cross currency swaps	$	3.0	$	9.2	$	0.4	$	0.4	Interest and other financial expense, net
Interest rate swaps	(1.7)		6.2		—		—		Interest and other financial expense, net

Total	$	1.3	$	15.4	$	0.4	$	0.4


	Effect of Financial Instruments
	Nine Months Ended September 30,
	Gain (Loss) Recognized in AOCI				Gain (Loss) Reclassified from AOCI to Income				Income Statement Classification
	2023		2022		2023		2022
	(In millions)
Derivatives designated as hedges:
Cross currency swaps	$	—	$	30.1	$	1.2	$	1.3	Interest and other financial expense, net
Interest rate swaps	(2.6)		15.9		—		—		Interest and other financial expense, net

Total	$	(2.6)	$	46.0	$	1.2	$	1.3

Our cross currency swaps and interest rate swaps are designated as cash flow hedges of principal and interest payments related to our Term-Loan and mature in September 2028. The amount recognized in AOCI related to cash flow hedges that will be reclassified to the Condensed Consolidated Statement of Operations in the next twelve months is approximately $1.0 million.

See “Note K. Financial Instruments and Fair Value Measurement”, included in our Annual Report in Form 10-K for the year ended December 31, 2022, for additional information relating to our derivatives instruments.

Note F. Employee Benefit Plans

Provisions for pensions are established to cover benefit plans for retirement, disability and surviving dependents’ pensions. The benefit obligations vary depending on the legal, tax and economic circumstances in various countries in which the Company operates. Generally, the level of benefit depends on the length of service and the remuneration.

Net periodic defined benefit pension costs include the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In millions)
Service cost	$	0.3	$	0.3	$	0.8	$	0.9
Interest cost	0.6		0.3		1.9		1.1

Amortization of actuarial (gain)	(2.2)		—		(6.7)		—
Net periodic pension cost	$	(1.3)	$	0.6	$	(4.0)	$	2.0

Service costs were recorded in Income from operations in Selling, general and administrative expenses, and interest costs were recorded in Interest and other financial expense, net.

The amortization of actuarial (gain) losses, associated with the pension obligations recorded in prior years, in Accumulated other comprehensive income exceeding 10% of the defined benefit obligation are recorded ratably in the Condensed Consolidated Statements of Operations.

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Note G. Accumulated Other Comprehensive Income (Loss)

Changes in each component of AOCI, net of tax, are as follows:


	Currency Translation Adjustments		Hedging Activities Adjustments		Pension and Other Postretirement Benefit Liability Adjustment		Total
	(In millions)
Balance at January 1, 2023	$	(47.5)	$	24.4	$	10.6	$	(12.5)
Other comprehensive loss before reclassifications	(7.8)		(3.3)		—		(11.1)
Income tax effects before reclassifications	0.5		1.0		—		1.5
Amounts reclassified from AOCI	—		0.4		(2.2)		(1.8)
Income tax effects on reclassifications	—		(0.1)		0.7		0.6
Currency translation AOCI	—		0.2		0.1		0.3
Balance at March 31, 2023	(54.8)		22.6		9.2		(23.0)
Other comprehensive loss before reclassifications	(5.1)		(0.5)		—		(5.6)
Income tax effects before reclassifications	(0.1)		0.2		—		0.1
Amounts reclassified from AOCI	—		0.4		(2.3)		(1.9)
Income tax effects on reclassifications	—		(0.2)		0.7		0.5
Currency translation AOCI	—		(0.3)		0.1		(0.2)
Balance at June 30, 2023	(60.0)		22.2		7.7		(30.1)
Other comprehensive income before reclassifications	0.5		2.3		—		2.8
Income tax effects before reclassifications	(0.2)		(0.7)		—		(0.9)
Amounts reclassified from AOCI	—		0.4		(2.2)		(1.8)
Income tax effects on reclassifications	—		(0.1)		0.7		0.6
Currency translation AOCI	—		(1.0)		(0.2)		(1.2)
Balance at September 30, 2023	$	(59.7)	$	23.1	$	6.0	$	(30.6)




Balance at January 1, 2022	$	(34.1)	$	(10.8)	$	(3.6)	$	(48.5)
Other comprehensive income before reclassifications	11.2		18.7		—		29.9
Income tax effects before reclassifications	0.6		(6.0)		—		(5.4)


Currency translation AOCI	—		0.3		0.1		0.4
Balance at March 31, 2022	(22.3)		2.2		(3.5)		(23.6)
Other comprehensive income (loss) before reclassifications	(18.5)		12.5		—		(6.0)
Income tax effects before reclassifications	(0.3)		(4.0)		—		(4.3)


Currency translation AOCI	—		—		0.1		0.1
Balance at June 30, 2022	(41.1)		10.7		(3.4)		(33.8)
Other comprehensive income (loss) before reclassifications	(8.1)		16.5		—		8.4
Income tax effects before reclassifications	0.4		(5.2)		—		(4.8)


Currency translation AOCI	—		(0.7)		0.2		(0.5)
Balance at September 30, 2022	$	(48.8)	$	21.3	$	(3.2)	$	(30.7)

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Note H. Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing Net income attributable to Orion by the weighted average number of common stock outstanding during the period. Diluted EPS equals Net income attributable to Orion divided by the weighted average number of common stock outstanding during the period, adjusted for the dilutive effect of our stock–based and other equity compensation awards.

The following table reflects the income and share data used in the basic and diluted EPS computations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In millions, except share and per share data)
Net income attributable to ordinary equity holders	$	26.2	$	31.8	$	98.6	$	94.0
Weighted average number of Common stock (in thousands)	58,572		60,936		59,284		60,899
Basic EPS	$	0.45	$	0.52	$	1.66	$	1.54
Dilutive effect of share based payments (in thousands)	680		279		650		415
Weighted average number of diluted Common stock (in thousands)	59,252		61,215		59,934		61,314
Diluted EPS	$	0.44	$	0.52	$	1.65	$	1.53

Note I. Income Taxes

The Company records its tax provision or benefit on an interim basis using an estimated annual effective tax rate. This rate is applied to the current period ordinary income to determine the income tax provision or benefit allocated to the interim period. Losses from jurisdictions for which no benefit can be recognized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate and are recognized in the impacted interim period as discrete items. Valuation allowances are provided against any future tax benefits that arise from losses in jurisdictions for which no benefit can be recognized. The estimated annual effective tax rate may be significantly impacted by nondeductible expenses and by the Company’s projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised.

Income tax expense for the three months ended September 30, 2023 and 2022 were $8.9 million and $11.7 million, respectively.

Income tax expense for the nine months ended September 30, 2023 and 2022 were $45.0 million and $38.3 million, respectively.

Our effective income tax rates were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Effective income tax rates	25.4	%	27.0	%	31.4	%	29.0	%

The change in our effective tax rate for the three and nine months ended September 30, 2023 as compared to the three and nine months ended September 30, 2022 was primarily attributable to changes in projected pre-tax income mix in countries with varying statutory tax rates.

Note J. Commitments and Contingencies

Legal Proceedings—We are subject to various lawsuits and claims including, but not limited to, matters involving contract disputes, environmental damages, personal injury and property damage. We vigorously defend ourselves and prosecute these matters as appropriate. We regularly assess the adequacy of legal accruals based on our professional judgment, experience and the information available regarding our cases.

The outcome of legal proceedings is inherently uncertain, and we offer no assurances as to the outcome of any of these matters or their effect on the Company.

Based on a consideration of all relevant facts and circumstances, we do not believe the ultimate outcome of any currently pending lawsuit against us will have a material adverse effect upon our operations, financial condition or Condensed Consolidated Financial Statements.

EPA Action—Under the EPA CD, Orion LLC had to install certain pollution control technology in order to further reduce emissions at its four U.S. manufacturing facilities. In line therewith, Orion LLC completed installation of emissions control technology to remove SO2, NOx and dust particles from tail gases at its Borger (Texas) facility since the beginning of 2023, Ivanhoe (Louisiana) facility in 2021 and Orange (Texas) facility in 2020. The installation of pollution control technology at its fourth and last U.S. manufacturing facility in Belpre

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

(Ohio) is ongoing and is scheduled to be completed late 2023, in line with the EPA CD terms. The EPA CD also requires continuous monitoring of emissions reductions that Orion LLC will need to comply with over a number of years.

As of September 30, 2023, we have spent $303 million on capital expenditures related to the EPA CD of which approximately $80 million was received as an indemnity payment from Evonik.

For further discussion on EPA Action refer to “Note Q. Commitments and Contingencies”, included in our Annual Report in Form 10-K for the year ended December 31, 2022.

Pledges and guarantees

The Company has pledged the majority of its assets (amongst others shares in affiliates, bank accounts and receivables) within the different regions in which it operates excluding China as collateral under its debt agreements. As of September 30, 2023, the Company had guarantees totaling $25.2 million issued by various financial institutions.

Note K. Financial Information by Segment

Segment information

We disclose the results of each of our operating segments in accordance with ASC 280, Segment Reporting. We manage our business in two operating segments as follows:

•Rubber Carbon Black—Used in the reinforcement of rubber in tires and mechanical rubber goods, and

•Specialty Carbon Black—Used for protection, colorization and conductivity in coatings, polymers, batteries, printing and other special applications.

Corporate includes income and expenses that cannot be directly allocated to the business segments or that are managed at the corporate level. This includes finance income and expenses, taxes and items with less bearing on the underlying core business.

Discrete financial information is available for each of the segments, and the Chief Operating Decision Maker (“CODM”) uses operating results of each operating segment for performance evaluation and resource allocation.

Our CODM uses Adjusted EBITDA as the primary measure for reviewing our segment profitability. We define Adjusted EBITDA as Income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as restructuring expenses, consulting fees related to Company strategy, legal settlements gains, etc.) plus Earnings in affiliated companies, net of tax.

The CODM does not review reportable segment asset or liability information for purposes of assessing performance or allocating resources.

Segment operating results for the three months ended September 30, 2023 and 2022 are as follows:


	Rubber		Specialty		Corporate		Total
	(In millions)
2023
Net sales from external customers	$	315.8	$	150.4	$	—	$	466.2
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	17.3		10.6		—		27.9
Equity in earnings of affiliated companies, net of tax	0.1		—		—		0.1

Interest and other financial expense, net					(12.9)		(12.9)
Reclassification of actuarial gain from AOCI					2.2		2.2


Adjusted EBITDA	51.2		26.1		—		77.3

2022
Net sales from external customers	$	373.5	$	169.6	$	—	$	543.1
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	15.6		9.6		—		25.2
Equity in earnings of affiliated companies, net of tax	0.1		—		—		0.1

Interest and other financial expense, net					(10.2)		(10.2)



Adjusted EBITDA	49.4		31.1		—		80.5

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the nine months ended September 30, 2023 and 2022:


	Rubber		Specialty		Corporate		Total
	(In millions)
2023
Net sales from external customers	$	963.8	$	461.9	$	—	$	1,425.7

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	51.0		29.8		—		80.8

Equity in earnings of affiliated companies, net of tax	0.4		—		—		0.4
Interest and other financial expense, net					(41.6)		(41.6)
Reclassification of actuarial gain from AOCI					6.7		6.7
Adjusted EBITDA	172.4		93.3		—		265.7


2022
Net sales from external customers	$	1,039.7	$	529.1	$	—	$	1,568.8

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	49.1		30.8		—		79.9

Excluding equity in earnings of affiliated companies, net of tax	0.3		—		—		0.3
Interest and other financial expense, net					(29.1)		(29.1)

Adjusted EBITDA	128.1		119.0		—		247.1

A reconciliation of Income before earnings in affiliated companies and income taxes to Adjusted EBITDA for each of the periods presented is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In millions)
Income before earnings in affiliated companies and income taxes	$	35.0	$	43.4	$	143.2	$	132.0
Corporate charges	3.6		1.6		6.4		5.8
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	27.9		25.2		80.8		79.9
Equity in earnings of affiliated companies, net of tax	0.1		0.1		0.4		0.3
Interest and other financial expense, net	12.9		10.2		41.6		29.1
Reclassification of actuarial gain from AOCI	(2.2)		—		(6.7)		—
Adjusted EBITDA	$	77.3	$	80.5	$	265.7	$	247.1

Corporate charges include the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In millions)


Long term incentive plan	$	3.6	$	1.9	$	8.3	$	5.0





Other non-operating	—		(0.3)		(1.9)		0.8
Corporate Charges	$	3.6	$	1.6	$	6.4	$	5.8

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Orion S.A.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three and nine months ended September 30, 2023 and 2022 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited) elsewhere in this report. We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”).

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION

Non-GAAP Financial Measures

We present certain financial measures that are not prepared in accordance with GAAP or the accounting standards of any other jurisdiction and may not be comparable to other similarly titled measures of other companies. For a reconciliation of these non-GAAP financial measures to their nearest comparable GAAP measures, see section Reconciliation of Non-GAAP Financial Measures below.

These non-GAAP measures include, but are not limited to, Gross profit per metric ton, Adjusted EBITDA, Net working capital, Capital expenditures, Segment Adjusted EBITDA margin (in percentage), Net debt and Net leverage.

We define:

•Gross profit per metric ton—Gross profit divided by volume measured in metric tons.

•Adjusted EBITDA—Income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as, restructuring expenses, consulting fees related to Company strategy, legal settlement gain, etc.) plus Earnings in affiliated companies, net of tax.

•Net working capital—Inventories, net, plus Accounts receivable, net, minus Accounts payable.

•Capital expenditures—Cash paid for the acquisition of property, plant and equipment.

•Segment Adjusted EBITDA margin (in percentage)—Segment Adjusted EBITDA divided by segment Revenue.

•Net debt—Current portion of long-term debt and other financial liabilities plus Long-term debt, net plus Deferred debt issuance costs less Cash and cash equivalents.

•Net leverage—Net debt divided by trailing twelve months Adjusted EBITDA.

Adjusted EBITDA is used by our chief operating decision maker (“CODM”) to evaluate our operating performance and to make decisions regarding allocation of capital, because it excludes the effects of items that have less bearing on the performance of our underlying core business. We use this measure, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing our business. We believe these measures are useful measures of financial performance in addition to Net income, Income from operations and other profitability measures under GAAP, because they facilitate operating performance comparisons from period to period. By eliminating potential differences in results of operations between periods caused by factors such as depreciation and amortization, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe that Adjusted EBITDA provides a useful additional basis for evaluating and comparing the current performance of the underlying operations. In addition, we believe these non-GAAP measures aid investors by providing additional insight into our operational performance and help clarify trends affecting our business.

However, other companies and analysts may calculate non-GAAP financial measures differently, so making comparisons among companies on this basis should be done carefully. Non-GAAP measures are not performance measures under GAAP and should not be considered in isolation or construed as substitutes for Net sales, Net income, Income from operations, Gross profit and other GAAP measures as an indicator of our operations in accordance with GAAP.

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Orion S.A.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Reconciliation of Non-GAAP Financial Measures

The following tables present a reconciliation of each Non-GAAP measure to the most directly comparable GAAP measure:

Reconciliation of Gross profit per metric ton:


(In millions, except volume and per metric ton data)	Three Months Ended September 30,							Nine Months Ended September 30,
	2023		2022		Delta			2023		2022		Delta
Net sales	$	466.2	$	543.1	$	(76.9)	(14.2)	$	1,425.7	$	1,568.8	$	(143.1)	(9.1)
Cost of sales	(356.0)		(428.7)		72.7		(17.0)	(1,062.0)		(1,216.7)		154.7		(12.7)
Gross profit	$	110.2	$	114.4	$	(4.2)	(3.7)	$	363.7	$	352.1	$	11.6	3.3
Volume (in kmt)	245.2		243.3		1.9		0.8	706.0		747.9		(41.9)		(5.6)
Gross profit per metric ton	$	449.4	$	470.2	$	(20.8)	(4.4)	$	515.2	$	470.8	$	44.4	9.4

Reconciliation of Net income to Adjusted EBITDA:


	Three Months Ended September 30,							Nine Months Ended September 30,
	2023		2022		Delta			2023		2022		Delta
	(In millions)						%	(In millions)						%
Net income	$	26.2	$	31.8	$	(5.6)	(17.6)	$	98.6	$	94.0	$	4.6	4.9
Add back Income tax expense	8.9		11.7		(2.8)		(23.9)	45.0		38.3		6.7		17.5
Add back Equity in earnings of affiliated companies, net of tax	(0.1)		(0.1)		—		—	(0.4)		(0.3)		(0.1)		33.3
Income before earnings in affiliated companies and income taxes	35.0		43.4		(8.4)		(19.4)	143.2		132.0		11.2		8.5
Add back Interest and other financial expense, net	12.9		10.2		2.7		26.5	41.6		29.1		12.5		43.0
Add back Reclassification of actuarial gain from AOCI	(2.2)		—		(2.2)		—	(6.7)		—		(6.7)		—
Income from operations	45.7		53.6		(7.9)		(14.7)	178.1		161.1		17.0		10.6
Add back Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets	27.9		25.2		2.7		10.7	80.8		79.9		0.9		1.1
EBITDA	73.6		78.8		(5.2)		(6.6)	258.9		241.0		17.9		7.4
Equity in earnings of affiliated companies, net of tax	0.1		0.1		—		—	0.4		0.3		0.1		33.3






Long term incentive plan	3.6		1.9		1.7		89.5	8.3		5.0		3.3		66.0


Other adjustments	—		(0.3)		0.3		(100.0)	(1.9)		0.8		(2.7)		(337.5)
Adjusted EBITDA	$	77.3	$	80.5	$	(3.2)	(4.0)	$	265.7	$	247.1	$	18.6	7.5
Adjusted EBITDA Specialty Carbon Black	$	26.1	$	31.1	$	(5.0)	(16.1)	$	93.3	$	119.0	$	(25.7)	(21.6)
Adjusted EBITDA Rubber Carbon Black	$	51.2	$	49.4	$	1.8	3.6	$	172.4	$	128.1	$	44.3	34.6

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Orion S.A.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Operating Results

The table below presents our historical results derived from our Condensed Consolidated Financial Statements for the periods indicated.


	Three Months Ended September 30,				Year-Over Year
	2023		2022		Delta
	(In millions)						%
Net sales	$	466.2	$	543.1	$	(76.9)	(14.2)
Cost of sales	356.0		428.7		(72.7)		(17.0)
Gross profit	110.2		114.4		(4.2)		(3.7)
Selling, general and administrative expenses	55.6		56.0		(0.4)		(0.7)
Research and development costs	6.2		4.5		1.7		37.8

Other expenses, net	2.7		0.3		2.4		800.0


Income from operations	45.7		53.6		(7.9)		(14.7)
Interest and other financial expense, net	12.9		10.2		2.7		26.5
Reclassification of actuarial gain from AOCI	(2.2)		—		(2.2)		N/A
Income before earnings in affiliated companies and income taxes	35.0		43.4		(8.4)		(19.4)
Income tax expense	8.9		11.7		(2.8)		(23.9)
Earnings in affiliated companies, net of tax	0.1		0.1		—		—
Net income	26.2		31.8		(5.6)		(17.6)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	0.3		(7.7)		8.0		(103.9)
Net gains (losses) on derivatives	0.9		10.6		(9.7)		(91.5)
Defined benefit plans, net	(1.7)		0.2		(1.9)		(950.0)
Total other comprehensive (loss) income, net of tax	(0.5)		3.1		(3.6)		(116.1)
Comprehensive income	$	25.7	$	34.9	$	(9.2)	(26.4)

Net sales

Net sales decreased by $76.9 million, or 14.2%, in the third quarter of 2023 to $466.2 million, compared to the third quarter of 2022, primarily driven by the pass-through effect of declining oil prices in both segments. Those were partially offset by improved contractual pricing and favorable foreign exchange impact.

Volume increased in aggregate by 1.9 kmt in the third quarter of 2023 to 245.2 kmt, compared to the third quarter of 2022 due to higher volume in the Specialty Carbon Black segment, partly offset by lower volume in the Rubber Carbon Black segment.

Cost of sales

Cost of sales decreased by $72.7 million, or 17.0%, to $356.0 million in the third quarter of 2023, compared to the third quarter of 2022 primarily due to the effect of declining oil prices.

Gross profit

Gross profit decreased by $4.2 million, or 3.7%, to $110.2 million, year over year. The decrease was primarily driven by lower volume in Rubber Carbon Black segment and lower margin in the Specialty Carbon Black segment.

Gross profit per metric ton decreased by 4.4% to $449.4, year over year, driven by lower margin primarily in the Specialty carbon black pricing.

Selling, general and administrative expenses

Selling, general and administrative expenses remained flat in the third quarter of 2023 compared to the third quarter of 2022.

Provision for income taxes

For the three months ended September 30, 2023, the Company recognized Income before earnings in affiliated companies and income taxes of $35.0 million, compared to $43.4 million in the three months ended September 30, 2022. The provision for income taxes was an expense of $8.9 million and $11.7 million for the three months ended September 30, 2023 and 2022, respectively. The effective tax rate for the three months ended September 30, 2023, was 25.4%, as compared to 27.0% for the three months ended September 30, 2022. The decrease in our effective tax rate for three months ended September 30, 2023, as compared to the three months ended September 30, 2022, was primarily

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Management’s Discussion and Analysis of Financial Condition and Results of Operation

attributable to changes in projected pre-tax income mix in countries with varying statutory tax rates.

Adjusted EBITDA (A Non-GAAP Financial Measure)

Adjusted EBITDA decreased in the third quarter of 2023 by $3.2 million, or 4.0%, to $77.3 million, year over year.

The decrease was driven by lower volume in the Rubber Carbon Black segment and lower cogeneration profitability in both segments, a byproduct, partially offset by improved contractual pricing.

Comprehensive Income

Comprehensive income decreased by $9.2 million in the third quarter of 2023 compared to the third quarter of 2022. The activities from the components of Comprehensive income are discussed below:

•$8.0 million of net favorable impacts of unrealized changes in foreign currency translation adjustments.

•$9.7 million of net unfavorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps, and

•$1.9 million of net unfavorable changes in defined pension and other post-retirement benefits.

Additionally, Net income decreased by $5.6 million in the third quarter of 2023 compared to the third quarter of 2022.

For the nine months ended September 30, 2023 compared to nine months ended September 30, 2022


Condensed Consolidated Statement of Operations Data	Nine Months Ended September 30,				Year-Over Year
	2023		2022		Delta
	(In millions)						%
Net sales	$	1,425.7	$	1,568.8	$	(143.1)	(9.1)
Cost of sales	1,062.0		1,216.7		(154.7)		(12.7)
Gross profit	363.7		352.1		11.6		3.3
Selling, general and administrative expenses	168.3		173.2		(4.9)		(2.8)
Research and development costs	18.3		15.9		2.4		15.1

Other expenses, net	(1.0)		1.9		(2.9)		(152.6)


Income from operations	178.1		161.1		17.0		10.6
Interest and other financial expense, net	41.6		29.1		12.5		43.0
Reclassification of actuarial gain from AOCI	(6.7)		—		(6.7)		N/A
Income before earnings in affiliated companies and income taxes	143.2		132.0		11.2		8.5
Income tax expense	45.0		38.3		6.7		17.5
Earnings in affiliated companies, net of tax	0.4		0.3		0.1		33.3
Net income	98.6		94.0		4.6		4.9
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(12.2)		(14.7)		2.5		(17.0)
Net gains (losses) on derivatives	(1.3)		32.1		(33.4)		(104.0)
Defined benefit plans, net	(4.6)		0.4		(5.0)		(1,250.0)
Total other comprehensive (loss) income, net of tax	(18.1)		17.8		(35.9)		(201.7)
Comprehensive income	$	80.5	$	111.8	$	(31.3)	(28.0)

Net sales

Net sales decreased by $143.1 million, or 9.1%, in the nine months ended September 30, 2023 to $1,425.7 million, year over year, driven primarily by the pass-through effect of declining oil prices and lower volume in both segments. Those were partially offset by improved contractual pricing and favorable product mix in the Rubber Carbon Black segment.

Volume decreased by 41.9 kmt to 706.0 kmt compared to the nine months ended September 30, 2022.

Cost of sales

Cost of sales decreased by $154.7 million, or 12.7%, to $1,062.0 million and in the nine months ended September 30, 2023 compared to the

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Management’s Discussion and Analysis of Financial Condition and Results of Operation

nine months ended September 30, 2022, primarily due to the effect of declining oil prices and lower volume.

Gross profit

Gross profit increased by $11.6 million, or 3.3%, to $363.7 million, and gross profit per metric ton increased by 9.4% to $515.2 year over year. The increase was primarily driven by improved contractual pricing and favorable product mix in the Rubber Carbon Black segment, partially offset by lower volume in both segments.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased by $4.9 million, or 2.8%, to $168.3 million in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by lower freight costs due to lower volume in both segments.

Provision for income taxes

For the nine months ended September 30, 2023, the Company recognized Income before earnings in affiliated companies and income taxes of $143.2 million, compared to $132.0 million in the nine months ended September 30, 2022. The provision for income taxes was an expense of $45.0 million and $38.3 million for the nine months ended September 30, 2023 and September 30, 2022, respectively. The effective tax rate for the nine months ended September 30, 2023, was 31.4%, as compared to 29.0% for the nine months ended September 30, 2022. The increase in our effective tax rate for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, was primarily attributable to changes in projected pre-tax income mix in countries with varying statutory tax rates.

Adjusted EBITDA (A Non-GAAP Financial Measure)

Adjusted EBITDA increased by $18.6 million, or 7.5%, from $247.1 million in the nine months ended September 30, 2022 to $265.7 million in the nine months ended September 30, 2023. The increase was primarily due to improved contractual pricing and favorable product mix in the Rubber Carbon Black segment. Those were partially offset by lower volume and cogeneration profitability in both segments.

Comprehensive Income

Comprehensive income decreased by $31.3 million in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The activities from the components of Comprehensive income are discussed below:

•$2.5 million of net favorable impacts of unrealized changes in foreign currency translation adjustments.

•$33.4 million of net unfavorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps, and

•$5.0 million of net unfavorable changes in defined pension and other post-retirement benefits.

These decreases were partially offset by $4.6 million of higher net income in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation

Segment Discussion

Our operations are managed through two reportable segments, Specialty Carbon Black and Rubber Carbon Black. We use Segment Adjusted EBITDA as the measure of segment performance and profitability.

The table below presents our segment results derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated.


	Three Months Ended September 30,							Nine Months Ended September 30,
(In millions, except volume and percentage data)	2023		2022		Delta			2023		2022		Delta
Specialty Carbon Black
Net sales	$	150.4	$	169.6	$	(19.2)	(11.3)	$	461.9	$	529.1	$	(67.2)	(12.7)
Cost of sales	111.8		124.8		(13.0)		(10.4)	328.6		366.1		(37.5)		(10.2)
Gross profit	$	38.6	$	44.8	$	(6.2)	(13.8)	$	133.3	$	163.0	$	(29.7)	(18.2)
Volume (kmt)	59.9		52.3		7.6		14.5	166.5		177.6		(11.1)		(6.3)
Adjusted EBITDA	$	26.1	$	31.1	$	(5.0)	(16.1)	$	93.3	$	119.0	$	(25.7)	(21.6)
Adjusted EBITDA margin (%)	17.4		18.3		(0.9)		(4.9)	20.2		22.5		(2.3)		(10.2)

Rubber Carbon Black
Net sales	$	315.8	$	373.5	$	(57.7)	(15.4)	$	963.8	$	1,039.7	$	(75.9)	(7.3)
Cost of sales	244.2		303.9		(59.7)		(19.6)	733.4		850.6		(117.2)		(13.8)
Gross profit	$	71.6	$	69.6	$	2.0	2.9	$	230.4	$	189.1	$	41.3	21.8
Volume (kmt)	185.3		191.0		(5.7)		(3.0)	539.5		570.3		(30.8)		(5.4)
Adjusted EBITDA	$	51.2	$	49.4	$	1.8	3.6	$	172.4	$	128.1	$	44.3	34.6
Adjusted EBITDA margin (%)	16.2		13.2		3.0		22.7	17.9		12.3		5.6		45.5

Specialty Carbon Black

Net sales decreased by $19.2 million, or 11.3%, year over year, to $150.4 million for the three months ended September 30, 2023, primarily driven by the pass-through effect of declining oil prices.

Net sales decreased by $67.2 million, or 12.7%, year over year, to $461.9 million for the nine months ended September 30, 2023, primarily driven by the pass-through effect of declining oil prices and lower volume.

Volume increased by 7.6 kmt, or 14.5%, year over year, to 59.9 kmt for the three months ended September 30, 2023, primarily due to ramp up of our Huaibei facility.

Volumes decreased by 11.1 kmt, or 6.3% year over year, to 166.5 kmt for the nine months ended September 30, 2023, primarily due to weakness in certain end-markets.

Gross profit decreased by $6.2 million, or 13.8%, year over year, to $38.6 million, and decreased by $29.7 million, or 18.2%, year over year, to $133.3 million for the three and nine months ended September 30, 2023, respectively. The gross profit decrease in both comparative periods was primarily driven by the lower margin due to lower demand and lower volume in the first half of 2023.

Adjusted EBITDA decreased by $5.0 million, or 16.1%, year over year, to $26.1 million, for the three September 30, 2023, primarily due to lower demand, which resulted in unfavorable product mix and lower cogeneration profitability.

Adjusted EBITDA decreased by $25.7 million, or 21.6%, year over year, to $93.3 million for the nine months ended September 30, 2023. The decrease was primarily due to lower demand, which resulted in lower volume, unfavorable product mix and lower cogeneration profitability.

Adjusted EBITDA margin decreased by 90 basis points, year over year, to 17.4% and by 230 basis points, year over year, to 20.2% for the three and nine months ended September 30, 2023, respectively.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation

Rubber Carbon Black

Net sales decreased by $57.7 million, or 15.4%, year over year, to $315.8 million and decreased by $75.9 million, or 7.3%, year over year, to $963.8 million for the three and nine months ended September 30, 2023, respectively. The decrease in both comparative periods was primarily due to the pass-through effect of declining oil prices and lower volumes, partially offset by improved contractual pricing.

Volume decreased by 5.7 kmt, or 3.0%, year over year, to 185.3 kmt and decreased by 30.8 kmt, or 5.4%, year over year, to 539.5 kmt, for the three and nine months ended September 30, 2023, respectively, due to lower demand in both comparative periods.

Gross profit increased by $2.0 million, or 2.9%, year over year, to $71.6 million, and increased by $41.3 million, or 21.8%, to $230.4 million for the three and nine months ended September 30, 2023, respectively. The increase in both comparative periods was primarily due to improved contractual pricing, partially offset by lower cogeneration profitability.

Adjusted EBITDA increased by $1.8 million, or 3.6%, year over year, to $51.2 million, and by $44.3 million, or 34.6%, to $172.4 million for the three and nine months ended September 30, 2023. The increase was primarily due to improved contractual pricing, partially offset by lower volume and cogeneration profitability.

For the three and nine months ended September 30, 2023, Adjusted EBITDA margin rose 300 basis points to 16.2%, year over year, and 560 basis points to 17.9%, year over year, respectively.

Liquidity and Capital Resources

Historical Cash Flows

The tables below present our historical cash flows derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated.


	Nine Months Ended September 30,
	2023		2022
	(In millions)
Net cash provided by (used in) operating activities	$	273.7	$	(16.7)
Net cash used in investing activities	(111.0)		(167.1)
Net cash provided by (used in) financing activities	(164.9)		167.4

2023

Net cash provided by operating activities during the nine months ended September 30, 2023 was $273.7 million. The cash provided by operating activities primarily reflects changes in working capital and higher Net income. Change in working capital includes $300.4 million sale of certain accounts receivables during 2023, discussed in Note D. Debt and Other Obligations.

Net cash used in investing activities in the nine months ended September 30, 2023 amounted to $111.0 million. These expenditures were composed of a combination of safety, maintenance-related and growth investments, as well as $26.5 million of expenditures associated with our ongoing efforts to install emissions reduction technology to meet EPA requirements in the U.S.

Net cash used in financing activities during the nine months ended September 30, 2023 amounted to $164.9 million. These outflows primarily consisted of $88.7 million related to the reduction of other short-term debt, $58.9 million for repurchase of common stock under the Stock Repurchase Program and $23.7 million, net related to repayment of our ancillary credit facilities.

2022

Net cash used in operating activities for the nine months ended September 30, 2022, amounted to $16.7 million. The cash used in operating activities primarily reflects changes in working capital and lower Net income.

Net cash used in investing activities for the nine months ended September 30, 2022, amounted to $167.1 million. These expenditures were comprised of a combination of safety, maintenance-related, and growth investments, as well as expenditures associated with our ongoing efforts to install emissions reduction technology to meet EPA requirements in the U.S.

Net cash provided by financing activities for the nine months ended September 30, 2022, amounted to $167.4 million. Cash inflows during the nine months of $139.9 million were primarily related to net drawings under our senior secured revolving credit facilities (“RCF”), $35.3 million borrowings to partially finance our Huaibei facility in China from Bank of China and $7.0 million of short-term working capital borrowings in Korea, partially offset by scheduled debt repayments.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation

Sources of Liquidity

Our principal sources of liquidity are the net cash generated (i) from operating activities, primarily driven by our operating results and changes in working capital requirements and (ii) from financing activities, primarily driven by borrowing amounts available under our committed multicurrency, senior secured RCF and related ancillary facilities, various uncommitted local credit lines, and, from time to time, term loan borrowings and Accounts receivable factoring.

We believe our anticipated future operating cash flows, the capacity under our existing credit facilities and uncommitted bilateral lines of credit, along with access to surety bonds, will be sufficient to finance our planned Capital expenditures, settle our commitments and contingencies, and address our normal anticipated working capital needs for the foreseeable future.

As of September 30, 2023, the company had total liquidity of $333.7 million, including cash and equivalents of $59.1 million, $234.4 million availability under our revolving credit facility, including ancillary lines, and $40.2 million of capacity under other available credit lines. Net debt was $756.5 million, and Net leverage was 2.29x.

Net working capital (A Non-GAAP Financial Measure)

We define Net working capital as the sum total of current Accounts receivable, net and Inventories, net less Accounts payable. Net working capital is a non-GAAP financial measure and other companies may use a similarly titled financial measure that is calculated differently from the way we calculate Net working capital. The following table sets forth the principal components of our Net working capital as of the dates indicated.


	September 30, 2023		December 31, 2022
	(In millions)
Accounts receivable, net	$	267.3	$	367.8
Inventories, net	276.9		277.9
Accounts payable	(170.9)		(184.1)
Net working capital	$	373.3	$	461.6

Our Net working capital position can vary significantly from month to month, mainly due to fluctuations in oil prices and receipts of carbon black oil shipments. In general, increases in the cost of raw materials lead to an increase in our Net working capital requirements, as our inventories and trade receivables increase as a result of higher carbon black oil prices and related sales levels. These increases are partially offset by related increases in trade payables. Due to the quantity of carbon black oil that we typically keep in stock, such increases in Net working capital occur gradually over a period of two to three months. Conversely, decreases in the cost of raw materials lead to a decrease in our Net working capital requirements over the same period of time.

Our Net working capital decreased from $461.6 million as of December 31, 2022, to $373.3 million as of September 30, 2023. The drivers of the changes in working capital over the periods were:

•Accounts receivable, net—Improved payment terms and factoring of certain accounts receivables. See Note D. Debt and Other Obligations to the accompanying Condensed Consolidated Financial Statements for further information related to the Company’s factoring agreements.

•Inventories, net—Lower oil prices and a decrease in production due to lower demand.

•Accounts payable—Lower oil prices was the primary driver.

Capital expenditures (A Non-GAAP Financial Measure)

We define Capital expenditures as cash paid for the acquisition of property, plant and equipment. We plan to finance our Capital expenditures with cash generated by our operating activities and/or by utilizing existing debt capacity. We currently do not have any material commitments to make Capital expenditures and do not plan to make Capital expenditures outside the ordinary course of our business.

Off-Balance Sheet Arrangements

As of September 30, 2023, we did not have any off-balance sheet arrangements.

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Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

This report contains and refers to certain forward-looking statements with respect to our financial condition, results of operations and business. These statements constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements of future expectations that are based on management’s 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. Forward-looking statements include, among others, statements concerning the potential exposure to market risks, statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions and statements that are not limited to statements of historical or present facts or conditions.

Forward-looking statements are typically identified by words such as “anticipate,” “assume,” “assure,” “believe,” “confident,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,” “outlook,” “probably,” “project,” “will,” “seek,” “target,” “to be” and other words of similar meaning. These forward-looking statements include, without limitation, statements about the following matters:

•our strategies for (i) strengthening our position in Specialty carbon black or Rubber carbon black, (ii) increasing our Specialty or Rubber carbon black margins and (iii) strengthening the competitiveness of our operations;

•our cash flow projections;

•the installation and operation of pollution control technology in our United States (“U.S.”) manufacturing facilities pursuant to the U.S. Environmental Protection Agency (“EPA”) consent decree;

•the outcome of any in-progress, pending or possible litigation or regulatory proceedings;

•the expectations regarding environmental-related costs and liabilities;

•the expectations regarding the performance of our industry and the global economy, including with respect to foreign currency rates;

•the sufficiency of our cash on hand and cash provided by operating activities and borrowings to pay our operating expenses, satisfy our debt obligations and fund Capital expenditures;

•the ability to pay dividends;

•the ability to have access to new debt providers;

•our anticipated spending on, and the timely completion and anticipated impacts of, capital projects including growth projects, emission reduction projects and the construction of new plants;

•our projections and expectations for pricing, financial results and performance in 2023 and beyond;

•the status of contract negotiations with counterparties and the impact of new contracts on our growth;

•the implementation of our natural gas and other raw material consumption reduction contingency plans;

•the demand for our specialty products; and

•our expectation that the markets we serve will continue to remain stable or grow.

All these forward-looking statements are based on estimates and assumptions that, although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon any forward-looking statements. There are important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements. These factors include, among others:

•the negative or uncertain worldwide economic conditions and developments;

•the volatility and cyclicality of the industries in which we operate;

•the operational risks inherent in chemicals manufacturing, including disruptions due to technical facilities, severe weather conditions or natural disasters;

•our dependence on major customers and suppliers;

•the unanticipated fluctuations in demand for our specialty products, including due to factors beyond our control;

•our ability to compete in the industries and markets in which we operate;

•our ability to address changes in the nature of future transportation and mobility concepts which may impact our customers and our business;

•our ability to develop new products and technologies successfully and the availability of substitutes for our products;

•our ability to implement our business strategies;

•our ability to respond to changes in feedstock prices and quality;

•our ability to realize benefits from investments, joint ventures, acquisitions or alliances;

•our ability to negotiate with counterparties on terms satisfactory to us, the satisfactory performance by such counterparties of their obligations to us, as well as our ability to meet our performance obligations towards such counterparties;

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•our ability to realize benefits from planned plant capacity expansions and site development projects and impacts of potential delays to such expansions and projects;

•our information technology systems failures, network disruptions and breaches of data security;

•our relationships with our workforce, including negotiations with labor unions, strikes and work stoppages;

•our ability to recruit or retain key management and personnel;

•our exposure to political or country risks inherent in doing business in some countries;

•any and all impacts from the Russian war against Ukraine and/or any escalation thereof as well as related energy shortages or other economic or physical impairments or disruptions;

•any and all impacts from the recent Hamas terror assaults against Israel as well as any reactions by Israel and any and all escalations of the Hamas/Israel conflict;

•the geopolitical events in the European Union (“EU”), relations amongst the EU member states as well as future relations between the EU and other countries and organizations;

•the environmental, health and safety regulations, including nanomaterial and greenhouse gas emissions regulations, and the related costs of maintaining compliance and addressing liabilities;

•the possible future investigations and enforcement actions by governmental, supranational agencies or other organizations;

•our operations as a company in the chemical sector, including the related risks of leaks, fires and toxic releases;

•the market and regulatory changes that may affect our ability to sell or otherwise benefit from co-generated energy;

•any litigation or legal proceedings, including product liability, environmental or asbestos related claims;

•our ability to protect our intellectual property rights and know-how;

•our ability to generate the funds required to service our debt and finance our operations;

•any fluctuations in foreign currency exchange and interest rates;

•the availability and efficiency of hedging;

•any changes in international and local economic conditions, including with regard to the dollar and the euro, dislocations in credit and capital markets and inflation or deflation;

•the potential impairments or write-offs of certain assets;

•any required increases in our pension fund contributions;

•the adequacy of our insurance coverage;

•any changes in our jurisdictional earnings mix or in the tax laws or accepted interpretations of tax laws in those jurisdictions;

•any challenges to our decisions and assumptions in assessing and complying with our tax obligations;

•the potential difficulty in obtaining or enforcing judgments or bringing legal actions against Orion S.A. (a Luxembourg incorporated entity) in the U.S. or elsewhere outside Luxembourg; and

•any current or future changes to disclosure requirements and obligations, related audit requirements and our ability to comply with such obligations and requirements.

Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include those factors detailed under the captions “Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995” and “Risk Factors” and in “Note Q. Commitments and Contingencies” to our audited Consolidated Financial Statements regarding contingent liabilities, including litigation in our Annual Report in Form 10-K for the year ended December 31, 2022 and in our quarterly reports in Form 10-Q and the unaudited Condensed Consolidated Financial Statements contained therein. It is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the period ended September 30, 2023 does not differ materially from that discussed under “Item 7A” in our 2022 Form 10-K.

Item 4. Controls and Procedures

As of September 30, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of that date.

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There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

We become involved from time to time in various claims and lawsuits arising from special projects or in the ordinary course of our business, such as employment related claims or asbestos litigation. Some matters involve claims for large amounts of damages as well as other relief. We believe, based on currently available information, that the results of the proceedings we are subject to, in the aggregate, will not have a material adverse effect on our financial condition, but may be material to our operating results and cash flows for any particular period when the relevant costs are incurred. We note that the outcome of legal proceedings is inherently uncertain, and we offer no assurances as to the outcome of any of these matters or their effect on the Company.

Information regarding our litigation and legal proceedings can be found in Note J. Commitments and Contingencies to the Condensed Consolidated Financial Statements, which is incorporated into this Item 1 by reference.

Item 1A. Risk Factors

The risk factors set forth below update, and should be read together with, the risk factors described in our Annual Report in Form 10-K for the year ended December 31, 2022.

Risks Related to Our Business

Our business, financial condition and results of operations have been and could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing conflicts between Russia and Ukraine and Israel and Hamas.

The impacts of war and other geopolitical events, including but not limited to Russia’s invasion of Ukraine and Hamas’ attack on Israel and the resulting war, are difficult to predict. For example, the conflict in Ukraine has previously caused, and may continue to cause, volatility in crude oil and natural gas prices. The responses of countries and political bodies to Russia’s actions in Ukraine, the larger overarching tensions, and Ukraine’s military defenses and the potential for wider conflict may generally increase energy market volatility, have severe adverse effects on regional and global economic markets and cause volatility in energy and other product prices. The sanctions, shipping disruptions, collateral war damage, and the potential continuation or expansion of the conflict between Russia and Ukraine, or the conflict between Hamas and Israel, could further disrupt the availability of crude oil and natural gas supplies. These conflicts could also have other impacts on our operations, including due to increased cyberattacks, which governmental and non-governmental entities have warned, have become more frequent as part of the Russia-Ukraine conflict. Furthermore, global supply chains, already disrupted by COVID-19 pandemic, may suffer further damage if the conflicts continue or escalate .

The extent or length of any adverse effects of the war in Ukraine or the Hamas-Israel conflict on the supply of oil and natural gas and the quality and availability of carbon black oil is difficult to quantify.

The continuation or escalation of events like the war in Russia-Ukraine war or the Hamas-Israel conflict could decrease our production volumes and margins and may adversely impact our business operations, financial condition and results of operations. The war in Ukraine has caused and may continue to cause curtailed or delayed spending by our customers’ customers, particularly in the automotive industry, and increases the risk of customer defaults or delays in payments. The Hamas-Israel conflict could adversely impact our margins.

Risks Related to Indebtedness, Currency Exposure and Other Financial Matters

Disruptions in credit and capital markets may make it more difficult for us and our suppliers and customers to borrow money or raise capital.

Disruptions in the credit markets may result in less credit being made available by banks and other lending institutions. In 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took control and was appointed receiver of certain banks in the United States, after those banks were unable to continue their operations. The banking issues in the United States also led to concerns about certain international bank groups. Although we do not hold any of our funds at these banks, if the financial institutions with which we do business enter receivership or become insolvent in the future, there is no guarantee that we would be able to access our existing cash, cash equivalents and investments, that we would be able to maintain any required letters of credit or other credit support arrangements, or that we would be able to adequately fund our business for a prolonged period of time or at all. Similarly, we cannot predict the impact that the high market volatility and instability of the banking sector more broadly could have on economic activity and our business in particular. The failure of other banks and financial institutions, and measures taken, or not taken, by governments, businesses and other organizations in response to these events could have an adverse impact on our ability to obtain financing for our business and acquisitions or to pursue other business plans or make necessary investments, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Orion S.A.

Furthermore, the inability of our customers to obtain credit facilities or capital market financing, or to access their funds, could adversely impact their ability to fund their respective businesses and perform their obligations to us, which in turn could have an adverse impact on our business, financial condition and results of operations. Additionally, recent volatility in the banking market may adversely affect our business by reducing our sales and increasing our exposure to bad debt, while the inability of our suppliers to access adequate financing may adversely affect our business by increasing prices for raw materials, energy and transportation.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

On May 5, 2023, our Board of Directors approved a new stock repurchase program with authorization to management to purchase up to approximately 6.9 million shares of our outstanding common stock from time to time through open market purchases or public tender offers, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions, at any time through June 2027 (“6.9 million of Common Stocks Repurchase Program”). This new stock repurchase program supplements our existing stock repurchase program, which was adopted by our Board of Directors in 2022 and authorizes management to purchase up to $50 million of our common stock (“$50 million of Stock Repurchase Program”).

The maximum number of shares of our common stock that may yet be purchased under both programs is not necessarily an indication of the number of shares that will ultimately be purchased. Each authorization may be suspended or discontinued at any time and does not obligate us to acquire any specific amount of common stock.


Period	Total number of Common stocks purchased	Average price paid per stock		Total number of stocks purchased as part of publicly announced plans	Maximum number of stocks yet be purchased as part of publicly announced plans
6.9 million of Common Stocks Repurchase Program
July 1 — 31, 2023	136,846	$	21.92	136,846	6,631,950
August 1 — 31, 2023	159,824	21.58		159,824	6,472,126
September 1 — 30, 2023	136,040	22.06		136,040	6,336,086
Stocks Repurchased in 2023 third quarter	432,710	$	21.84	432,710	6,336,086

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

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Item 6. Exhibits


Exhibit Number		Description

10.1	*	Twelfth Amendment, dated as of August 16, 2023, to the Credit Agreement, by and among Orion S.A. (f/k/a Orion Engineered Carbons S.A.), Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

10.2	*	Thirteenth Amendment, dated as of October 6, 2023, to the Credit Agreement, by and among Orion S.A. (f/k/a Orion Engineered Carbons S.A.), Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.



31.1	*	Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

31.2	*	Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

32.1	**	Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2	**	Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase.

101.DEF		Inline XBRL Taxonomy Extension Definition Document.

104.0		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith
**	Furnished herewith
†	Management compensatory arrangement

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Orion S.A.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 S.A.

November 2, 2023	By	/s/ Jeffrey Glajch
		Name: Jeffrey Glajch
		Title: Chief Financial Officer

Exhibit 10.1

TWELFTH AMENDMENT

THIS TWELFTH AMENDMENT, dated as of August 16, 2023 (this “Amendment”), to the Existing Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”) and Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”).

RECITALS

WHEREAS, pursuant to the Credit Agreement, originally dated as of July 25, 2014, as amended on August 7, 2014, September 29, 2016, May 5, 2017, May 31, 2017, November 2, 2017, May 3, 2018, October 29, 2018, April 10, 2019, September 30, 2021, May 31, 2022 and May 11, 2023 (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among the Borrowers, the Guarantors from time to time party thereto, the several banks, other financial institutions and institutional investors from time to time party thereto (the “Lenders”) and Administrative Agent, the Lenders have agreed to make certain loans and other extensions of credit to the Borrowers.

WHEREAS, pursuant to and in accordance with Section 10.02(b) of the Existing Credit Agreement, the Borrower Representative has requested that the Existing Credit Agreement be amended so as to, among other things, permit the merger of Intermediate Holdings with and into Holdings, with Holdings as the continuing or surviving Person (the “Merger”) and increase certain baskets to support business growth including, in particular, in China.

WHEREAS, the Lenders party hereto are willing, on the terms and subject to the conditions set forth below, to consent to amend certain terms of the Existing Credit Agreement as hereinafter provided on the Twelfth Amendment Effective Date.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement, as amended hereby (the “Amended Credit Agreement”).

SECTION 2. Amendments. On the terms and subject to the satisfaction (or waiver) of the conditions set forth in Section 3 hereof, the Borrower Representative and the Administrative Agent (on behalf of the Required Lenders in accordance with Section 10.02(b)) agree that the Existing Credit Agreement shall be amended on the Twelfth Amendment Effective Date as follows:

(a) Section 1.01 of the Existing Credit Agreement is amended to add the following definition:

“Permitted Merger” means the merger of Intermediate Holdings with and into Holdings, with Holdings as the continuing or surviving Person.

(b) Section 7.01(i) of the Existing Credit Agreement is amended and restated to read in its entirety as follows:

“(i) Indebtedness of Subsidiaries that are not Loan Parties; provided that the aggregate principal amount at any time outstanding of such Indebtedness shall not exceed €150,000,000”

“(q) Investments made after the Closing Date by each Borrower and/or any of its Subsidiar-ies in an aggregate amount at any time outstanding not to exceed (i) the greater of €100,000,000 and 4% of Consolidated Total Assets of Parent as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(b) or (c), as applicable plus (ii) in the event that (A) any Loan Party makes any Investment after the Closing Date in any Person that is not a Subsidiary and (B) such Person subsequently becomes a Subsidiary, an amount equal to 100% of the fair market value of such Investment as of the date on which such Person becomes a Subsidiary”

(d) Section 7.07(a) of the Existing Credit Agreement is amended and restated to read in its entirety as follows:

“(a) (i) Each Borrower may be merged, consolidated or amalgamated with or into any Person, or convey, sell, transfer or otherwise dispose of all or substantially all of its business, assets or property to another Person; provided that (A) such Borrower shall be the surviving Person or (B) (u) the Person formed by or surviving any such merger, consolidation or amalgamation (if other than such Borrower) or to which such conveyance, sale, lease or sublease, transfer or other disposition will have been made (such Borrower or such surviving Person, the “Successor Person”) shall expressly assume all of the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto and/or thereto reasonably satisfactory to the Administrative Agent, (v) such Successor Person shall be an entity organized under the laws of the same jurisdiction as such Borrower, (w) no Default or Event of Default then exists or would result therefrom, (x) no adverse tax consequences to the Restricted Group would result therefrom, (y) the security interests in the Collateral of such Borrower shall remain in full force and effect and perfected to the same extent as prior to such merger, consolidation or amalgamation and (z) the Borrower Representative shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clauses (u), (v), (w), (x) and (y) of this proviso, (ii) any Subsidiary of the German Borrower may be merged or consolidated or amalgamated with or into, or convey, sell, transfer or otherwise dispose of all or substantially all of its business, assets or property to, the German Borrower or any other Subsidiary; provided that (w) in the case of such a transaction involving the German Borrower, the German Borrower shall be the continuing or surviving Person, (x) in the case of such a transaction involving any Guarantor, either (A) a Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume all of the obligations of such Guarantor under this Agreement and the other Loan Documents to which such Guarantor is a part of pursuant to a supplement hereto or thereto reasonably satisfactory to the Administrative Agent or (B) such transaction shall be treated as an Investment and shall comply with Section 7.06, and (y) in the case of such a transaction involving a Subsidiary, either (A) a Subsidiary shall be the continuing or surviving Person or (B) such transaction shall be treated as an Investment and shall comply with Section 7.06 (other than in reliance on clause (j) thereof) and (iii) pursuant to a Permitted Merger.

“No Parent Company shall (a) incur any Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents, (ii) Guarantees of Indebtedness of any Borrower and a Borrower’s Subsidiaries permitted hereunder, and (iii) Qualified Holding Company Debt; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis or junior thereto with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(a) and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iii) Liens of the type permitted under Section 7.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding, directly or indirectly, the Capital Stock of the Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its obligations under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(a); (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying


			2			Orion - Twelfth Amendment to the Credit Agreement

Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the IPO and/or any transaction in connection therewith; (viii) holding Cash and other assets received in connection with Restricted Payments received from, or Investments made by each Borrower and its subsidiaries or contributions to the capital of, or proceeds from the issuance of, Capital Stock of Parent, in each case, pending the application thereof; (ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making Investments contemplated by the Transactions and transactions with respect to any Parent Company that are otherwise specifically permitted or expressly contemplated by Article 7; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the foregoing; (xiii) performing activities incidental to any of the foregoing and (xiv) providing a performance guaranty that constitutes a Standard Securitization Undertaking in connection with a Permitted Securitization; or (d) consolidate or amalgamate with, or merge with or into, any Person, except pursuant to a Permitted Merger.”

SECTION 3. Conditions to Effectiveness of Amendment. The effectiveness of the amendments set forth in Section 2 hereof shall occur on the date of the satisfaction of the following conditions precedent (such date, the “Twelfth Amendment Effective Date”):

(a) the Borrower Representative shall have executed and delivered counterparts to this Amendment to the Administrative Agent;

(b) each of the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Twelfth Amendment Effective Date;

(c) at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Twelfth Amendment Effective Date, no Default or Event of Default exists; and

(d) the Administrative Agent shall have received a certificate dated the Twelfth Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative, confirming compliance with the conditions set forth in Sections 3(b) and 3(c) hereof.

SECTION 4. Representations and Warranties. The Borrower Representative hereby represents and warrants, on and as of the date hereof and the Twelfth Amendment Effective Date, that:

(a) Each of the representations and warranties made by it set forth in Article V of the Existing Credit Agreement or in any other Loan Document are true and correct in all material respects (and in all respects if such representation or warranty is already qualified by materiality) on and as of the Twelfth Amendment Effective Date with the same effect as though made on and as of such date, except (i) to the extent such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects (and in all respects if such representation or warranty is already qualified by materiality) as of such earlier date and (ii) any reference to the Historical Financial Statements shall be deemed to refer to the most recent financial statements, if any, furnished pursuant to Section 6.01(c) of the Amended Credit Agreement, prior to the Twelfth Amendment Effective Date.

(b) The execution and delivery of this Amendment and the performance of this Amendment and the Amended Credit Agreement are within the Borrower Representative’s corporate or other organizational powers and has been duly authorized by all necessary corporate or other organizational action of the Borrower Representative. This Amendment has been duly executed and delivered by the Borrower Representative and, each of this Amendment and the Amended Credit Agreement is a legal, valid and binding obligation of the Borrower Representative, enforceable in


			3			Orion - Twelfth Amendment to the Credit Agreement

accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and fair dealing.

(c) The execution and delivery of this Amendment by the Borrower Representative and the performance by it of this Amendment and the Amended Credit Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) for filings necessary to perfect Liens created pursuant to the Loan Documents and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of the Borrower Representative’s Organizational Documents or (ii) any Requirements of Law applicable to the Borrower Representative which, in the case of this clause (b)(ii), could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any Contractual Obligation of the Borrower Representative which in the case of this clause (c) could reasonably be expected to result in a Material Adverse Effect.

SECTION 5. Effects on Loan Documents. Except as specifically amended herein, the Existing Credit Agreement and all other Loan Documents shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Except as otherwise expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Secured Party or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents. The Borrower Representative and the other parties hereto acknowledge and agree that, on and after the Twelfth Amendment Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents. On and after the effectiveness of this Amendment, each reference in any Loan Document to “the Credit Agreement” shall mean and be a reference to the Amended Credit Agreement and each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Amended Credit Agreement.

SECTION 6. Non-Reliance on Agents. Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment. Each Lender also acknowledges that it will, independently and without reliance upon either the Agents or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Amendment, the Amended Credit Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or its Related Parties.

SECTION 7. Acknowledgment; Other Agreements.

(a) Subject to any limitations on its obligations expressly stated in the Loan Documents to which it is a party, the Borrower Representative on behalf of itself and each other Loan Party (i) acknowledges and agrees that all of its and each other Loan Party’s obligations under the Loan Guaranty set out in Article XII of the Amended Credit Agreement and the other Collateral Documents to which the Borrower Representative and each other Loan Party are party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by itself and each other Loan Party to (x) the Collateral Agent for the benefit of the Secured Parties or (y) the Secured Parties in their capacities as such (or any of them) and reaffirms the Loan Guaranty made pursuant to the Amended Credit Agreement and (iii) acknowledges and agrees that the grants of security interests by and the Loan Guaranty of the Borrower Representative and each other Loan Party contained in the Amended Credit Agreement and the other Collateral Documents are, and shall remain, in full force and effect after giving


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effect to this Twelfth Amendment to the Credit Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Existing Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby. The Borrower Representative on behalf of itself and each other Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, the Borrower Representative and each other Guarantor is not required by the terms of the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document to consent to the amendment to the Existing Credit Agreement effected pursuant to this Amendment, (ii) nothing in the Existing Credit Agreement, the Amended Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of the Borrower Representative and each other Guarantor to any future amendments to the Amended Credit Agreement and (iii) the acknowledgements and reaffirmations set forth in this Section 7 shall become valid and binding obligations of the Borrower Representative and each other Guarantor a moment in time prior to the amendments set forth in Section 2 hereof.

(b) We confirm our understanding that according to German law the Merger will not have any impact on the share pledge over the shares in the Borrower Representative created under the share pledge agreements dated 24 July 2014, 31 May 2017, 14 December 2017, 24 May 2018, 10 April 2019, 14 January 2022 and 30 May 2022 entered into between, among others, Holdings, Intermediate Holdings, the Borrower Representative and the Collateral Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Share Pledge Agreements”).

(c) As a matter of utmost precaution (höchst vorsorglich) Holdings confirms and assumes all rights and obligations of Intermediate Holdings in respect of the shares in the Borrower Representative under the Existing Share Pledge Agreements by way of assumption of contract (Vertragsübernahme).

(d) Holdings undertakes, as soon as reasonably practicable following the acquisition of any future shares in the Borrower Representative, to grant to the Collateral Agent a pledge over any such future shares in the Borrower Representative under a share pledge agreement which substantially reflects the terms of the Existing Share Pledge Agreement mutatis mutandis. For the avoidance of doubt, this obligation shall only apply until a security confirmation agreement relating to the Existing Share Pledge Agreements has been entered into.

SECTION 8. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES TO BE BOUND BY THE TERMS OF SECTION 10.11 OF THE AMENDED CREDIT AGREEMENT AS IF SUCH SECTION WAS SET FORTH IN FULL HEREIN.

SECTION 9. Miscellaneous.

(a) This Amendment and the Amended Credit Agreement is binding and enforceable as of the date hereof against each party hereto and thereto and its successors and permitted assigns.

(b) Section 2 of this Amendment shall be effective upon due execution by the Lenders and the Borrower Representative. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Amendment.


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affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(d) Each of the parties hereto hereby agrees that Sections 10.10(b), 10.10(c), 10.10(d) and 10.11 of the Amended Credit Agreement are incorporated by reference herein, mutatis mutandis, and shall have the same force and effect with respect to this Amendment as if originally set forth herein.

[The remainder of page intentionally left blank]


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.


ORION ENGINEERED CARBONS GMBH as Borrower Representative
By:


			Name: Sandra Niewiem
			Title: Managing Director


By:

			Name: Dr. Christian Eggert
			Title: Managing Director

[Orion - Signature Page to the Twelfth Amendment]


ORION ENGINEERED CARBONS HOLDINGS GMBH as Holdings
By:


			Name: Sandra Niewiem
			Title: Managing Director


By:

			Name: Dr. Christian Eggert
			Title: Managing Director

[Orion - Signature Page to the Sixth Amendment]


GOLDMAN SACHS BANK USA as Administrative Agent
By:


			Name: Luke Qiu
			Title: Authorized Signatory

[Orion - Signature Page to the Twelfth Amendment]

ANNEX I

LENDER CONSENT TO TWELFTH AMENDMENT

LENDER CONSENT (this “Lender Consent”) to the Twelfth Amendment to Credit Agreement dated as of August ___, 2023 (the “Twelfth Amendment”), by and among the Borrower Representative (as defined below), and the Administrative Agent (as defined below), to the Credit Agreement, originally dated as of July 25, 2014, as amended on August 7, 2014, September 29, 2016, May 5, 2017, May 31, 2017, November 2, 2017, May 3, 2018, October 29, 2018, April 10, 2019, September 30, 2021, May 31, 2022 and May 11, 2023 (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), the other Loan Parties named therein, each Lender party thereto and Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”). All capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Credit Agreement or the Twelfth Amendment, as applicable.

The undersigned Lender hereby irrevocably and unconditionally approves of and consents to the Twelfth Amendment.

[Remainder of page intentionally left blank.]

[NAME OF LENDER]

By: ______________________________________
Name:
Title:

If a second signature is necessary:

By: ______________________________________
Name:
Title:

Exhibit 10.2

THIRTEENTH AMENDMENT

THIS THIRTEENTH AMENDMENT, dated as of October 6, 2023 (this “Amendment”), to the Credit Agreement (as defined below), by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”), the other Loan Parties party hereto, each Lender party hereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”), UniCredit Bank AG, as sole coordinator, bookrunner, mandated lead arranger and sustainability coordinator (in such capacities, the “Bookrunner and Mandated Lead Arranger”, the “Sustainability Coordinator” and the “Amendment Arranger”) with respect to this Amendment.

RECITALS

WHEREAS, pursuant to the Credit Agreement, originally dated as of July 25, 2014, as amended on August 7, 2014, September 29, 2016, May 5, 2017, May 31, 2017, November 2, 2017, May 3, 2018, October 29, 2018, April 2, 2019, September 30, 2021, May 26, 2022, May 11, 2023 and August 16, 2023 (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among the Borrowers, the Guarantors from time to time party thereto, the several banks, other financial institutions and institutional investors from time to time party thereto (the “Lenders”) and Administrative Agent, the Lenders have agreed to make certain loans and other extensions of credit to the Borrowers;

WHEREAS, pursuant to and in accordance with Section 2.14 and subsection (d)(ii) of Section 10.02 of the Existing Credit Agreement, the Borrower Representative has requested that the Lenders party hereto provide an Incremental Revolving Facility, which would, among other things, refinance and replace the Revolving Credit Facility outstanding under the Existing Credit Agreement immediately prior to the Thirteenth Amendment Effective Date (as defined below), and, except as modified hereby, have the same terms as the Revolving Credit Facility outstanding under the Existing Credit Agreement immediately prior to the Thirteenth Amendment Effective Date;

WHEREAS, each Lender holding Revolving Credit Loans and Revolving Credit Commitments immediately prior to giving effect to this Amendment (collectively, the “Existing Revolving Lenders”) that executes and delivers a consent to this Amendment in the form of the “Revolving Lender Consent” attached hereto as Annex A Part I (a “Revolving Lender Consent”) (collectively, the “Exchanging Revolving Lenders”) will be deemed (i) to have agreed to the terms of this Amendment (including the amendments set forth in Section 2 hereof), (ii) to have agreed to exchange (as further described in the Revolving Lender Consent) its Revolving Credit Loans and Revolving Credit Commitments with Incremental Revolving Loans and Incremental Revolving Commitments in an aggregate principal amount equal to the amount of such Exchanging Revolving Lender’s Revolving Credit Loans and Revolving Credit Commitments (or such lesser amount as determined by the Amendment Arranger and provided to such Exchanging Revolving Lender) and (iii) upon the Thirteenth Amendment Effective Date, to have exchanged (as further described in the Revolving Lender Consent) such amount of its Revolving Credit Loans and Revolving Credit Commitments with the new Incremental Revolving Loans and Revolving Credit Commitments in an aggregate principal amount equal to the amount of such Exchanging Revolving Lender’s Revolving Credit Loans and Revolving Credit Commitments (or such lesser amount as determined by the Amendment Arranger and provided to such Exchanging Revolving Lender);

WHEREAS, each Exchanging Revolving Lender that elects Option B in its Revolving Lender Consent (collectively, the “Increasing Revolving Lenders”) will also be deemed to have agreed to make Incremental Revolving Loans and extend Incremental Revolving Commitments on the Thirteenth Amendment Effective Date in addition to the


			1			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

Incremental Revolving Loans and Incremental Revolving Commitments made and extended pursuant to the previous recital (such additional new Incremental Revolving Loans, collectively, the “Increased Revolving Loans”) in the amount determined by the Amendment Arranger and provided to such Increasing Revolving Lender (but in no event greater than the amount such Person committed to make as Increased Revolving Loans);

WHEREAS, each Person that executes and delivers a joinder to this Amendment in the form of the “Joinder” attached hereto as Annex A Part II (a “Revolving Credit Facility Joinder”) (each, an “Additional Revolving Lender” and, together with the Exchanging Revolving Lenders, the “Incremental Revolving Lenders”) will be deemed (i) to have agreed to the terms of this Amendment (including the amendments set forth in Section 2 hereof) and (ii) to have committed to make Incremental Revolving Loans and extend Incremental Revolving Commitments on the Thirteenth Amendment Effective Date in the amount determined by the Amendment Arranger and provided to such Additional Revolving Lender (but in no event greater than the amount such Person committed to provide);

WHEREAS, the Incremental Revolving Facility incurred pursuant hereto shall replace in all respects the Revolving Credit Facility outstanding under the Existing Credit Agreement immediately prior to the Thirteenth Amendment Effective Date; and

Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement, as amended hereby (the “Amended Credit Agreement”).

Section 2. Amendments. On the terms and subject to the satisfaction (or waiver) of the conditions set forth in Section 5 hereof, the Borrowers and the Lenders party hereto agree that the Existing Credit Agreement shall be amended on the Thirteenth Amendment Effective Date as follows:

(a)Section 1.01 of the Existing Credit Agreement is amended to amend and restate clause (c) of the definition of “Applicate Rate” to read in its entirety as follows:

“with respect to the Revolving Credit Facility, subject to adjustment in accordance with Section 10.24(a),


			2			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2


First Lien Leverage Ratio	Eurocurrency Rate Loans	Term Benchmark Loans	Base Rate Loans
Greater than 3.75:1.00	3.30%	3.30%	Not Available
Less than or equal to 3.75:1.00 but greater than 3.25:1.00	2.90%	2.90%	Not Available
Less than or equal to 3.25:1.00 but greater than 2.75:1.00	2.60%	2.60%	Not Available
Less than or equal to 2.75:1.00 but greater than 2.25:1.00	2.30%	2.30%	Not Available
Less than or equal to 2.25:1.00 but greater than 1.75:1.00	2.05%	2.05%	Not Available
Less than or equal to 1.75:1.00 but greater than 1.25:1.00	1.80%	1.80%	Not Available
Less than or equal to 1.25:1.00	1.65%	1.65%	Not Available

(b)Section 1.01 of the Existing Credit Agreement is amended to amend and restate the definition of “Arrangers” to read in its entirety as follows:

“Arrangers” means each of (i) Goldman Sachs, UBS Securities LLC, Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., J.P. Morgan Limited, Fifth Third Bank, National Association, HSBC Bank plc, Mediobanca S.p.A. and DZ Bank AG, in their respective capacities as exclusive mandated lead arrangers under the Credit Agreement as in effect on the Closing Date, (ii) Goldman Sachs, in its capacity as exclusive mandated lead


			3			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

arranger under the Second Amendment, (iii) Goldman Sachs and UniCredit Bank AG in their capacities as exclusive mandated lead arrangers under the Third Amendment, (iv) UniCredit Bank AG, in its capacity as exclusive mandated lead arranger under the Fourth Amendment, (v) Goldman Sachs Bank USA, Citizens Bank N.A., Mediobanca International (Luxembourg) S.A. and ING Bank, a branch of ING-DiBa AG. in their capacities as exclusive mandated lead arrangers under the Fifth Amendment, (vi) Goldman Sachs Bank USA, ING Bank, a branch of ING-DiBa AG and Mediobanca International (Luxembourg) S.A. in their capacities as exclusive mandated lead arrangers under the Sixth Amendment, (vii) UniCredit Bank AG, in its capacity as exclusive mandated lead arranger under the Eighth Amendment, (viii) Goldman Sachs Bank USA, Deutsche Bank Securities Inc., ING Bank, a branch of ING-DiBa AG and UniCredit Bank AG in their capacities as exclusive mandated lead arrangers under the Ninth Amendment, (ix) UniCredit Bank AG, in its capacity as sole coordinator, bookrunner and mandated lead arranger under the Tenth Amendment and (x) UniCredit Bank AG, in its capacity as sole coordinator, bookrunner and mandated lead arranger under the Thirteenth Amendment.”

(c)Section 1.01 of the Existing Credit Agreement is amended to amend and restate the definition of “Maturity Date” to read in its entirety as follows:

“Maturity Date” means: (a) with respect to the Revolving Credit Facility, the earlier of (i) September 24, 2028 (the “Original Revolving Maturity Date”) and (ii) the date of termination in whole of the Revolving Credit Commitments and the Letter of Credit Commitments pursuant to Section 2.06(a) or 8.02; and (b) with respect to the Initial Term Loans, the earliest of (i) September 24, 2028 (the “Original Term Maturity Date”), (ii) the date of termination in whole of the Initial Term Commitments pursuant to Section 2.06(a) prior to any Initial Term Borrowing and (iii) the date that the Initial Term Loans are declared due and payable pursuant to Section 8.02; provided that the reference to Maturity Date with respect to (i) Term Loans and Revolving Credit Commitments that are the subject of a loan modification offer pursuant to Section 10.02, (ii) Term Loans and Revolving Credit Commitments that are incurred pursuant to Sections 2.14 or 2.18 after the Thirteenth Amendment Effective Date and (iii) Extended Term Loans and Extended Revolving Credit Commitments, shall, in each case, be the final maturity date as specified in the loan modification documentation, incremental documentation, specified refinancing documentation or Extension Offer, as applicable thereto.”

(d)Section 1.01 of the Existing Credit Agreement amended to amend and restate the definition of “Revolving Credit Commitment” to read in its entirety as follows:

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01(c) and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Credit Commitments shall include all Extended Revolving Credit Commitments, Incremental Revolving Commitments, and Ancillary Commitments. The aggregate Revolving Credit Commitment of all Revolving Credit Lenders shall be €300,000,000 on the Thirteenth Amendment Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.”

(e)Section 1.01 of the Existing Credit Agreement is amended to include the following new definitions in alphabetical order:

“Baseline” means, in relation to a KPI, the baseline performance of the Restricted Group set out in Exhibit L (Sustainability Calculations).


			4			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

“Calculation Methodology” means, in relation to a KPI, the calculation methodology applicable to that KPI as set out in Exhibit L (Sustainability Calculations).

“Declassification Date” means the date on which the Administrative Agent (acting on the instructions of all the Lenders under the Revolving Credit Facility) exercises its right to declassify the Revolving Credit Facility as “sustainability-linked” in accordance with Section 10.24(e)(i).

“Declassification Event” means a failure by the relevant Parties to agree the amendments referred to in Section 10.02(e)(ii) (in accordance with the terms of that Section) within thirty (30) Business Days following the occurrence of a Sustainability Amendment Event.

“External Reviewer” means:

(a) in relation to KPI 1: any external reviewer as may be appointed from time to time by the Borrower Representative, provided that any such external reviewer is:

(i) an independent internationally recognised professional services firm, environmental consultancy firm or ratings agency which is regularly engaged in the application and monitoring of ESG standards and ESG calculation methodologies; and

(ii) not an Affiliate of the Sponsor or the Parent.

(b) in relation to KPI 2: EcoVadis (or such other External Reviewer as agreed between the Borrower Representative and the Administrative Agent (acting on the instructions of all the Lenders under the Revolving Credit Facility) from time to time).

“KPI” means KPI 1 or KPI 2.

“KPI 1” means the key performance indicator referred to as KPI 1 in Exhibit L (Sustainability Calculations), calculated in accordance with the relevant Calculation Methodology.

“KPI 2” means the key performance indicator referred to as KPI 2 in Exhibit L (Sustainability Calculations), calculated in accordance with the relevant Calculation Methodology.

“SLL Reference Period” means:

(a) in relation to KPI 1, each Fiscal Year;

(b) in relation to KPI 2, the most recent rating score at the time of the delivery of the relevant Sustainability Compliance Certificate to the Administrative Agent.

“SLLP” means the Sustainability-Linked Loan Principles published by the Loan Market Association from time to time.

“SPT” means, in relation to each KPI and each SLL Reference Period, the target set out in Exhibit L (Sustainability Calculations).

“Sustainability Amendment Event” means:


			5			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

(a) the:

(i) sale, lease, transfer or other disposal of an asset;

(ii) acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(iii) entry into of any amalgamation, demerger, merger, consolidation or corporate restructuring,

by a member of the Restricted Group which, in each case, could reasonably be expected to materially affect any KPI and/or any SPT; or

(b) the delivery of a Verification Report for any SLL Reference Period that includes details of any information and/or changes referred to in Section 10.24(b)(iv)(B).

“Sustainability Compliance Certificate” means a certificate substantially in the form set out in Exhibit K (Form of Sustainability Compliance Certificate).

“Sustainability Compliance Certificate Inaccuracy” has the meaning given to that term in Section 10.24(c).

“Sustainability Coordinator” means UniCredit Bank AG.

“Sustainability Information” means all information (including sustainability performance projections and forecasts) which has been:

(a) provided by or on behalf of a member of the Restricted Group to a Secured Party; or

(b) approved by any member of the Restricted Group,

solely in connection with, and to the extent it relates to, any Sustainability Compliance Certificate, any Sustainability Report, any Verification Report, a KPI, a SPT, a Calculation Methodology or a Baseline.

“Sustainability Margin Adjustment” has the meaning given to that term in Section 10.24(a).

“Sustainability Margin Adjustment Date” has the meaning given to that term in Section 10.24(a).

“Sustainability Provisions” means each of Section 10.24(a) to 10.24(d) (inclusive) and Section 10.02(e).

“Sustainability Report” has the meaning given to that term in Section 10.24(b).

“Thirteenth Amendment” means the certain thirteenth amendment to this Agreement dated as of October 6, 2023 by and among the Loan Parties, the Lenders party thereto, the Amendment Arranger (as defined therein), each L/C Issuer party thereto and the Administrative Agent.”

“Thirteenth Amendment Effective Date” shall have the meaning given to such term in the Thirteenth Amendment.

“Verification Report” has the meaning given to that term in Section 10.24(b).”


			6			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

(f)Section 7.16 of the Existing Credit Agreement is amended and restated to read in its entirety as follows:

“Financial Covenant. Except with the written consent of the Required Revolving Lenders, the Borrowers will not permit the First Lien Leverage Ratio as of the last day of any Test Period (commencing with the Test Period ending December 31, 2014) to exceed 4.00 to 1.00; provided that the provisions of this Section 7.16 shall not be applicable to any such Test Period if, on the last day of such Test Period, the aggregate principal amount of Revolving Credit Loans and/or Letters of Credit and/or Ancillary Outstandings (excluding, for the avoidance of doubt, the aggregate amount of any Ancillary Outstandings which are not loans drawn in cash under an Ancillary Facility or which are not bank guarantees and letters of credit issued and outstanding under an Ancillary Facility) which have been drawn is equal to or less than 50% of the Revolving Credit Commitments.”

(g)Section 9.01 of the Existing Credit Agreement is amended to amend and restate sub-paragraph (a) of the third paragraph thereof to read in its entirety as follows:

“(a) the Administrative Agent and the Sustainability Coordinator shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing and, without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent and the Sustainability Coordinator is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law and instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties, and the Sustainability Coordinator shall not be bound to account to any Lender under the Revolving Credit Facility for any sum or the profit element of any sum received by it for its own account (and the Sustainability Coordinator may rely on this Section 9.01(a),”

(h)Section 10.02 of the Existing Credit Agreement amended to insert the following new paragraph (e) which shall read in its entirety as follows:

“(e) Sustainability amendments

(i) The Borrower Representative shall, as soon as reasonably practicable after a Sustainability Amendment Event (and in any event within twenty (20) Business Days following the occurrence of that Sustainability Amendment Event), provide details to the Administrative Agent of the effect such event could reasonably be expected to have on any KPI, SPT and/or the Sustainability Information and, if relevant, propose amendments to any Calculation Methodology, KPI, SPT and/or to any related term of this Agreement, to eliminate, accommodate or otherwise take into account the effect of the relevant Sustainability Amendment Event on the terms of this Agreement.

(ii) If a Sustainability Amendment Event has occurred, the Borrower Representative and the Administrative Agent (acting on the instructions of all the Lenders under the Revolving Credit Facility) shall enter into negotiations in good faith with a view to agreeing such amendments to any Calculation Methodology, KPI, SPT and/or any related terms of this Agreement, as are necessary for the purposes of eliminating, accommodating or otherwise taking into account the effect


			7			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

of the relevant Sustainability Amendment Event on the terms of this Agreement.

(iii) Any amendment to this Agreement referred to in paragraph (ii) above may be made with the consent of the Administrative Agent (acting on the instructions of all the Lenders under the Revolving Credit Facility) and the Borrower Representative.”

(i)Section 10.03 of the Existing Credit Agreement is amended to include the following new Section 10.03(d) to read in its entirety as follows:

“(d) The Borrowers under the Revolving Credit Facility shall promptly indemnify the Sustainability Coordinator against: (i) any cost, loss or liability incurred by the Sustainability Coordinator (acting reasonably) as a result of acting or relying on any notice, request, instruction or communication which it reasonably believes to be genuine, correct and appropriately authorised; and (ii) any cost, loss or liability incurred by the Sustainability Coordinator (otherwise than by reason of the Sustainability Coordinator's gross negligence or wilful misconduct) in acting as Sustainability Coordinator in relation to the Revolving Credit Facility. The Sustainability Coordinator may rely on this Section 10.03(d).”

(j)Section 10 of the Existing Credit Agreement is amended to include the following new Section 10.24:

“10.24 Revolving Credit Facility Sustainability Provisions

(a) Revolving Credit Facility Sustainability Margin Adjustment

(i) Subject to Section 10.24(e) and the other paragraphs of this Section 10.24, following receipt by the Administrative Agent of the Sustainability Compliance Certificate in respect of a SLL Reference Period in accordance with Section 10.24(b), the Applicable Rate applicable to each Revolving Credit Loan shall be adjusted (a “Sustainability Margin Adjustment”) (or not adjusted, as the case may be) to the applicable rate determined using the table set out below and the number of SPTs that the Sustainability Compliance Certificate for that SLL Reference Period certifies have been met or failed:


			8			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2


			Revised Applicable Rate following Sustainability Margin Adjustment
KPI 1			(a).if SPT has been achieved, the Applicable Rate shall be reduced by 0.03%; and (b).if SPT has not been achieved, the Applicable Rate shall be increased by 0.03%
KPI 2			(a).if SPT has been achieved, the Applicable Rate shall be reduced by 0.02%; and (b).if SPT has not been achieved, the Applicable Rate shall be increased by 0.02%

(ii) Subject to paragraph (iv) below, any Sustainability Margin Adjustment in respect of the Applicable Rate for a Revolving Credit Loan shall take effect on the date which falls three (3) Business Days after receipt by the Administrative Agent of the Sustainability Compliance Certificate for the most recently completed SLL Reference Period pursuant to Section 10.24(b) (the “Sustainability Margin Adjustment Date”).

(iii) Subject to paragraph (iv) below and to Section 10.24(c), only one Sustainability Compliance Certificate may be delivered in respect of any SLL Reference Period, and any Sustainability Margin Adjustment made by reference to that SLL Reference Period shall only apply until:

(A) the date on which the Sustainability Compliance Certificate is required to be delivered for the following SLL Reference Period pursuant to Section 10.24(b); or

(B) where a Sustainability Compliance Certificate has been delivered for the following SLL Reference Period pursuant to 10.24(b), the relevant Sustainability Margin Adjustment Date.

For the avoidance of doubt, the calculation of any Sustainability Margin Adjustment which is applied to the Applicable Rate in respect of any SLL Reference Period shall disregard any Sustainability Margin Adjustment which was applied to the Applicable Rate in respect of the preceding SLL Reference Period.


			9			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

(iv) If a revised Sustainability Compliance Certificate is received by the Administrative Agent in respect of any SLL Reference Period pursuant to Section 10.24(c), any Sustainability Margin Adjustment which is applied to the Applicable Rate for a Revolving Credit Loan by reference to that SLL Reference Period shall:

(A) be recalculated in accordance with the revised Sustainability Compliance Certificate; and

(B) take effect on the date which falls three (3) Business Days after receipt by the Administrative Agent of the revised Sustainability Compliance Certificate for the relevant SLL Reference Period pursuant to Section 10.24(c).

(v) If a revised Sustainability Compliance Certificate received by the Administrative Agent pursuant to Section 10.24(c) shows that a higher Applicable Rate should have applied during a certain period, then the Borrower Representative shall (or shall ensure the relevant Borrower shall) promptly pay to the Administrative Agent any amounts necessary to put the Administrative Agent and the Lenders under the Revolving Credit Facility in the position they would have been in had the appropriate rate of the Applicable Rate applied during such period.

(vi) If the Borrower Representative fails to deliver a Sustainability Compliance Certificate on the relevant date required under Section 10.24(b), the SPTs will, for the purposes of this Section 10.24(a), be deemed not to have been achieved for the applicable SLL Reference Period. Once such Sustainability Compliance Certificate has been delivered, the Applicable Rate in respect of the Revolving Credit Facility will be re-calculated on the basis of such Sustainability Compliance Certificate and the terms of this Section 10.24(a) shall apply, with any reduction in the Applicable Rate in respect of the Revolving Credit Facility resulting from such recalculation taking effect from the date of delivery of such Sustainability Compliance Certificate.

(b) Sustainability Compliance Certificate, Sustainability Report and Verification Report

(i) The Borrower Representative shall supply to the Administrative Agent in sufficient copies for all the Lenders under the Revolving Credit Facility, as soon as the same becomes available but, subject to paragraph (ii) below, in any event within one hundred and twenty (120) days after the end of each SLL Reference Period, a Sustainability Compliance Certificate for that SLL Reference Period.

(ii) The first Sustainability Compliance Certificate shall be delivered to the Administrative Agent within one hundred and eighty (180) days after the Fiscal Year ending December 31, 2024.

(iii) The Sustainability Compliance Certificate shall:


			10			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

(A) set out (in reasonable detail):

(1) the Restricted Group's performance (in accordance with the relevant Calculation Methodology) in respect of each SPT for each KPI for the relevant SLL Reference Period, together with the relevant calculations; and

(2) any Sustainability Margin Adjustment to be applied in accordance with Section 10.24(a) and the applicable Applicable Rate following application of such Sustainability Margin Adjustment (if any);

(B) attach a complete copy of the annual non-financial disclosure report prepared in accordance with the GRI Standards setting out the Restricted Group's sustainability-related information for KPI 1 for the relevant SLL Reference Period in sufficient detail for the Lenders under the Revolving Credit Facility to assess whether the SPTs have been met during that SLL Reference Period (a “Sustainability Report”);

(C) attach a complete copy of the verification report prepared for that SLL Reference Period by an External Reviewer in respect of each KPI which satisfies the requirements of paragraph (iv) below (including, for the avoidance of doubt, the ESG rating report conducted by EcoVadis for the relevant SLL Reference Period) (a “Verification Report”); and

(D) confirm that the Sustainability Report and each Verification Report relating to the relevant SLL Reference Period and attached to the Sustainability Compliance Certificate is a complete copy of the original and has not been amended or superseded as at the date of the Sustainability Compliance Certificate.

(iv) The Borrower Representative shall procure that each Verification Report:

(A) measures, calculates and verifies each KPI to which it relates (in accordance with the relevant Calculation Methodology) for the applicable SLL Reference Period and confirms whether or not the applicable SPTs for that SLL Reference Period have been met; and

(B) refers to any Sustainability Information and/or sets out details of any changes to the Calculation Methodology since delivery of the last Sustainability Compliance Certificate (or, in relation to the first Verification Report, since the date of this Credit Agreement) which, in each case, could reasonably be expected to materially affect any KPI and/or any SPT.

(v) Each Sustainability Compliance Certificate shall be signed by a Responsible Officer of the Borrower Representative and/or a Financial Officer of the Parent.

(vi) Notwithstanding any other provision of this Section 10.24(b), no Default or Event of Default will occur by reason only of a Loan Party’s failure to comply with any provision of this Section 10.24(b).


			11			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

(i) The Borrower Representative shall notify the Administrative Agent upon becoming aware of any inaccuracy in a Sustainability Compliance Certificate (a “Sustainability Compliance Certificate Inaccuracy”). Such notice shall be provided together with:

(A) a description (in reasonable detail) of the relevant Sustainability Compliance Certificate Inaccuracy; and

(B) a revised Sustainability Compliance Certificate which complies with the requirements of Section 10.24(b)(iii) and which corrects the relevant Sustainability Compliance Certificate Inaccuracy.

(ii) Notwithstanding any other provision of this Section 10.24(c), a Sustainability Compliance Certificate Inaccuracy shall not constitute a Default or an Event of Default.

(d) Sustainability Information

(i) The Borrower Representative shall supply to the Administrative Agent, promptly upon request, any additional information which any Lender under the Revolving Credit Facility (through the Administrative Agent) may reasonably request in order to:

(A) determine and confirm if any SPT has been met; or

(B) otherwise determine a member of the Restricted Group's compliance with its obligations under any Sustainability Provision.

(ii) The Borrower Representative shall promptly notify the Administrative Agent:

(A) upon becoming aware that an External Reviewer's appointment has been terminated; and

(B) of the appointment of any successor External Reviewer.

(iii) The Parties acknowledge and agree that the Administrative Agent and the Lenders under the Revolving Credit Facility may rely, without independent verification, upon the accuracy, adequacy and completeness of the Sustainability Information, and that neither the Administrative Agent nor any Lender under the Revolving Credit Facility:

(A) assumes any responsibility or has any liability for the Sustainability Information; or

(B) has an obligation to conduct any appraisal of any Sustainability Information.

(e) Declassification Event

(i) On and at any time after the occurrence of a Declassification Event the Administrative Agent may, and shall if so directed by all the Lenders


			12			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

under the Revolving Credit Facility, by notice to the Borrower Representative declassify the Revolving Credit Facility as “sustainability-linked”.

(ii) With effect on and from the Declassification Date:

(A) Section 10.24(a) and each Sustainability Provision shall cease to apply; and

(B) no Sustainability Margin Adjustment will apply to any Revolving Facility Utilisation.

(iii) The Revolving Credit Facility may not be re-classified as “sustainability-linked” on or after the Declassification Date.

(f) Sustainability publicity

The Borrower Representative shall not (and shall ensure that no other member of the Restricted Group will) make any disclosure that references the Revolving Credit Facility or any Revolving Facility Utilisation as “sustainability-linked” at any time on or after the Declassification Date.

(g) No Default or Event of Default

Notwithstanding any other provision of this Agreement (including Section 8.01(e)), no Default or Event of Default will occur by reason only of a Loan Party’s failure to comply with a Sustainability Provision.

(h) Responsibility for documentation

(i) The Sustainability Coordinator is not responsible or liable for:

(A)the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Sustainability Coordinator, a Loan Party or any other person in or in connection with any Loan Document or the transactions contemplated in the Loan Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document;

(B)the legality, validity, effectiveness, adequacy or enforceability of any Loan Document or the Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document or the Collateral; or

(C)any determination as to whether any information provided or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

(ii) Neither the Administrative Agent nor the Sustainability Coordinator is responsible or liable for the adequacy, accuracy or completeness of any Sustainability Information (whether oral or written) supplied by the Parent, any member of the Restricted Group, an External Reviewer or any other person in or in connection with any Sustainability Report, any Verification Report and/or any sustainability provisions contemplated in this Agreement or any other agreement, arrangement or document entered into, made or executed


			13			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

in anticipation of, under or in connection with the Revolving Credit Facility. The Sustainability Coordinator may rely on this paragraph (h).

(i) No duty to monitor

The Administrative Agent shall not be bound to enquire:

(i) whether or not any Declassification Event, Sustainability Amendment Event or a Sustainability Compliance Certificate Inaccuracy has occurred; or

(ii) as to the performance by any Loan Party of its obligations under any Sustainability Provision.

(j) Exclusion of liability

(i) None of the Administrative Agent, the Sustainability Coordinator or the Collateral Agent is acting in an advisory capacity to any person in respect of the SLLP nor will the Administrative Agent, the Sustainability Coordinator or Collateral Agent be obliged to verify whether the Revolving Credit Facility will comply with the SLLP on behalf of any of the Secured Parties and each other Secured Party is solely responsible at all times for making its own independent appraisal of, and analysis in relation to, each KPI, each SPT, the Sustainability Information and any other sustainability-linked provision of this Agreement.

(ii) The Sustainability Coordinator will not be liable for any action taken or not taken by it under or in connection with any Loan Document in such capacity, unless directly caused by its gross negligence or wilful misconduct.

(iii) No Party may take any proceedings against any officer, employee or agent of the Sustainability Coordinator in respect of any claim it might have against the Sustainability Coordinator or in respect of any act or omission of any kind by that officer, employee or agent in connection with the Facilities.

(iv) The Sustainability Coordinator and any officer, employee or agent of the Sustainability Coordinator may rely on this Section 10.24(j).”

(k)Schedule 2.01 of the Existing Credit Agreement with respect to the Revolving Credit Commitments is amended and restated in its entirety as set forth in Schedule 2.01 hereof.

(l)An exhibit in the form set forth in Exhibit K hereof shall be inserted into the Credit Agreement as a new Exhibit K.

(m)An exhibit in the form set forth in Exhibit L hereof shall be inserted into the Credit Agreement as a new Exhibit L.

Section 3. Exchange of Loans, Agreement to Provide Incremental Revolving Facility.

(a)On the terms and subject to the satisfaction of the conditions set forth in Section 5 hereof, on the Thirteenth Amendment Effective Date:


			14			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

(i)each Exchanging Revolving Lender hereby (x) agrees to the terms of this Amendment and the Amended Credit Agreement and (y) exchanges (as further described in such Exchanging Revolver Lender’s Revolving Lender Consent) its Revolving Credit Loans and Revolving Credit Commitments outstanding immediately prior to effectiveness of this Amendment with the new Incremental Revolving Loans and Incremental Revolving Commitments in an aggregate principal amount equal to the amount of such Exchanging Revolving Lender’s outstanding Revolving Credit Loans and Revolving Credit Commitments (or such lesser amount as determined by the Amendment Arranger and provided to such Exchanging Revolving Lender);

(ii)each Increasing Revolving Lender and each Additional Revolving Lender agrees to make Incremental Revolving Loans and extend Incremental Revolving Commitments in the amount set forth opposite such Lender’s name on Schedule 2.01 of the Amended Credit Agreement pursuant to the terms of the Amended Credit Agreement; and

(iii)each Incremental Revolving Lender acknowledges and agrees that, from and after the Thirteenth Amendment Effective Date, such Incremental Revolving Lender (i) commits to provide its Incremental Revolving Commitment, as set forth opposite such Incremental Revolving Lender’s name on Schedule 2.01 of the Amended Credit Agreement on the terms and subject to the conditions set forth in the Amended Credit Agreement, (ii) shall be a “Revolving Credit Lender” and a “Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, (iii) shall be subject to and bound by the terms of the Amended Credit Agreement and the other Loan Documents, and (iv) shall perform all the obligations of, and have all the rights of, a Revolving Credit Lender and a Lender thereunder.

(b)From and after the Thirteenth Amendment Effective Date, the Incremental Revolving Commitments made pursuant to this Amendment shall for all purposes of the Loan Documents be deemed to be “Revolving Credit Commitments.” From and after the Thirteenth Amendment Effective Date, any loans extended utilizing the Incremental Revolving Commitments made pursuant to this Amendment shall be designated as, and for all purposes of the Loan Documents shall be deemed to be, “Revolving Credit Loans” and “Loans”. Except as expressly set forth herein or in the Amended Credit Agreement, the Incremental Revolving Commitments (and any Revolving Loans extended utilizing the Incremental Revolving Commitments) shall have terms and provisions that are identical to those of the existing Revolving Credit Commitments (including any Revolving Loans extended utilizing such existing Revolving Credit Commitments) prior to giving effect to this Amendment.

(c)From and after the Thirteenth Amendment Effective Date, each Ancillary Facility established under the Existing Credit Agreement pursuant to the terms thereof (each such Ancillary Facility, an “Existing Ancillary Facility”) shall be deemed an Ancillary Facility established under the Amended Credit Agreement (each such Ancillary Facility, an “Amended Ancillary Facility”) for all purposes of the Loan Documents. For the avoidance of doubt, each Amended Ancillary Facility shall have terms and provisions that are identical to those of the corresponding Existing Ancillary Facility. From and after the Thirteenth Amendment Effective Date, each Ancillary Lender which established an Existing Ancillary Facility shall be deemed an Ancillary Lender for the corresponding Amended Ancillary Facility and shall perform all obligations of, and have all the rights of, an Ancillary Lender under Section 2.19 of the Amended Credit Agreement, and for all other purposes of the Loan Documents.


			15			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

(d)On the Thirteenth Amendment Effective Date and concurrently with the effectiveness of this Amendment, the Borrowers hereby terminate the Revolving Credit Commitments existing immediately prior to effectiveness of this Amendment such that the only Revolving Credit Commitments outstanding after giving effect to this Amendment are the Incremental Revolving Commitments (including, for the avoidance of doubt, the Amended Ancillary Facilities) made pursuant to this Amendment.

(e)The Incremental Revolving Commitments and the Incremental Revolving Loans incurred hereunder are incurred under clause (z) of Section 2.14(a) of the Existing Credit Agreement.

Section 4. Additional Agreements. Each Person that executes and delivers a Revolving Lender Consent or a Revolving Credit Facility Joinder irrevocably consents to the terms of this Amendment, the Amended Credit Agreement and the other Loan Documents (including the Intercreditor Agreement).

Section 5. Conditions to Effectiveness of Amendment. The effectiveness of the amendments set forth in Section 2 hereof shall occur on the date of the satisfaction of the following conditions precedent (such date, the “Thirteenth Amendment Effective Date”):

(a)(i) the Borrowers, each other Loan Party and the Administrative Agent shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) each Exchanging Revolving Lender shall have executed and delivered to the Administrative Agent a Revolving Lender Consent, and (iii) each Additional Revolving Lender, the Borrower Representative and the Administrative Agent shall have executed and delivered to the Administrative Agent a Revolving Credit Facility Joinder;

(b)each of the representations and warranties contained in Section 6 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Thirteenth Amendment Effective Date;

(c)at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Thirteenth Amendment Effective Date (including the incurrence of the Incremental Revolving Facility), no Default or Event of Default exists;

(d)the Administrative Agent shall have received a certificate, in form and substance reasonably acceptable to the Administrative Agent, dated the Thirteenth Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative and confirming compliance with the conditions set forth in Sections 5(b) and 5(c) hereof;

(e)the Administrative Agent shall have received a solvency certificate dated as of the Thirteenth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein;

(f)the Administrative Agent shall have received each Revolving Credit Note (to the extent requested at least three Business Days prior to the Thirteenth Amendment Effective Date);

(g)no later than three (3) days in advance of the Thirteenth Amendment Effective Date, the Administrative Agent shall have received all documentation and other information reasonably requested by it in writing at least 10 days in advance of the Thirteenth Amendment Effective Date, which documentation or other information


			16			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(h)the Administrative Agent shall have received a certificate dated as of the Thirteenth Amendment Effective Date from a Responsible Officer of the Borrower Representative, certifying compliance with Section 6.13 of the Existing Credit Agreement;

(i)the Administrative Agent shall have received, on behalf of itself and the Lenders on the Thirteenth Amendment Effective Date, a customary written opinion of Kirkland & Ellis LLP, special counsel for Parent, the Borrowers and each other Loan Party (A) dated the Thirteenth Amendment Effective Date, (B) addressed to the Administrative Agent, the Amendment Arranger and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Amendment Arranger covering such matters relating to this Amendment;

(j)the Bookrunner and Mandated Lead Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Bookrunner and Mandated Lead Arranger, for which invoices have been presented to the Parent at least three Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans;

(k)the Administrative Agent shall have received:

(i)all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Administrative Agent, for which invoices have been presented to the Parent at least three (3) Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans;

(ii)for distribution to each Existing Revolving Lender, an amount equal to the sum of (x) the principal of and unpaid interest accrued to the Thirteenth Amendment Effective Date on the outstanding Revolving Loans of such Existing Revolving Lender and (y) all fees and other amounts owing to or accrued for the account of such Existing Revolving Lender under the Existing Credit Agreement in respect of such Revolving Loans and such Existing Revolving Lender’s Revolving Credit Commitments (including any amounts under Section 3.06 of the Existing Credit Agreement);

(iii)for distribution to each Incremental Revolving Lender that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent or a Revolving Credit Facility Joinder (as applicable), and released such signature page, on or prior to 12:00 p.m. (New York time) on October 6, 2023, a non-refundable special new money fee in an amount equal to (i) 0.70% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Bookrunner and Mandated Lead Arranger; (ii) 0.60% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Mandated Lead Arranger; (iii)


			17			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

0.50% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Lead Arranger and (iv) 0.40% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is an Arranger.

Section 6. Post-Closing Covenant. Within one hundred and twenty (120) days of the Thirteenth Amendment Effective Date (or such later date as agreed by the Administrative Agent in its sole discretion):

(a)the Loan Parties shall deliver to the Administrative Agent the Collateral Documents and legal opinions set forth on Schedule A1 and Schedule A-2 hereto, in each case executed and delivered by the applicable Loan Party and (where applicable) the Collateral Agent; and

(b)the Administrative Agent shall have received (i) a certificate of each Loan Party a party to this Amendment, executed by a Responsible Officer of such Loan Party, which shall (A) certify that attached thereto is a true and complete copy of the resolutions or written consents of its board of directors, members or other governing body (to the extent applicable) authorizing or ratifying (as applicable) the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party and, in the case of each Borrower, the Borrowings contemplated hereby, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) identify by name and title and bear the signatures of the Responsible Officer or authorized signatory of such Loan Party authorized to sign this Amendment and the other Loan Documents to which it is a party and (C) certify that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management, partnership or similar agreement (to the extent applicable) and that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (ii) a certificate of good standing (or subsistence) with respect to each Loan Party from the Secretary of State (or similar official) of the state of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party), (iii) in relation to each Loan Party incorporated or established in Germany, (A) an up-to-date (aktuell) certified commercial register extract (beglaubigter Handelsregisterauszug), articles of association (Satzung) of each such Loan Party, copies of any by-laws as well as a list of shareholders (Gesellschafterliste) (if applicable), (B) a copy of resolutions signed by all the holders of the issued shares of each such Loan Party and, if applicable, a copy of a resolution of the supervisory board (Aufsichtsrat) and/or advisory board (Beirat) of each such Loan Party, approving or ratifying (as applicable) the terms of, and the transactions contemplated by this Amendment and the other Loan Documents, (C) a specimen of the signature of each person authorized to execute this Amendment, any other Loan Document and other documents and notices to be signed and/or dispatched by each such Loan Party under or in connection with this Amendment and/or the other Loan Documents to which each such Loan Party is a party and (D) a certificate of an authorized signatory of each such Loan Party certifying that each copy document relating to it specified in (A) to (C) above is correct, complete and in full force and effect, (iv) in relation to the Luxembourg Loan Party, (A) an up-to-date electronic certified true and complete excerpt of the Luxembourg Companies Register dated no earlier than one Business Day prior to the


			18			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

relevant execution date, and (B) an up-to-date electronic certified true and complete certificate of non-registration of judgments or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation), from the insolvency register (Registre de l’insolvabilité) (Reginsol) held by the Luxembourg Companies Register no earlier than one Business Day prior to the relevant execution date and reflecting the situation no more than two Business Days prior to the relevant execution date certifying that, as of the date of the day immediately preceding such certificate, the Luxembourg Loan Party has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), administrative dissolution without liquidation (dissolution administrative sans liquidation), such other proceedings listed at Article 13, items 4 to 12 and Article 16 and 17 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to European Insolvency Regulation) and (v) in relation to each Loan Party incorporated or established in Italy, (A) a copy of the constitutional documents of such Loan Party, (B) a copy of a resolution of the board of directors of such Loan Party (1) approving or ratifying (as applicable) the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party, (2) authorizing or ratifying (as applicable) a specified person or persons to execute the Loan Documents to which it is a party on its behalf, (3) authorizing or ratifying (as applicable) a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; and (4) authorizing or ratifying (as applicable) the Borrower Representative to act as its agent in connection with the Loan Documents, (C) a specimen of the signature of each person authorized by the resolution referred to in the previous paragraph (B) in relation to the Loan Documents and related documents, (D) an up-to-date electronic certified true and complete certificate of good standing (certificato di iscrizione e vigenza), issued by the relevant Companies Register (Registro delle Imprese) no earlier than three Business Days prior to the relevant execution date confirming that no insolvency procedures have been started in relation to each relevant Loan Party incorporated or established in Italy, and (E) a certificate of an authorized signatory of such Loan Party certifying that each copy document relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the relevant execution date and (vi) in relation to each Loan Party incorporated or established in Poland, (A) a copy of the constitutional documents of such Loan Party, (B) a copy of the shareholder's resolution of such Loan Party (1) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving or ratifying (as applicable) that it execute, deliver and perform the Loan Documents to which it is a party, (2) authorizing or ratifying (as applicable) a specified person or persons to execute the Loan Documents to which it is a party on its behalf, (3) authorizing or ratifying (as applicable) a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; and (4) authorizing or ratifying (as applicable) the Borrower Representative to act as its agent in connection with the Loan Documents, (C) a specimen of the signature of each person authorized by the resolution referred to in the previous paragraph (B) in relation to the Loan Documents and related documents, (D) an up-to-date electronic print-out from the commercial register (informacja odpowiadająca odpisowi aktualnemu z rejestru przedsiębiorców KRS) no earlier than one Business Day prior to the relevant execution date confirming that no insolvency procedures have been started in relation to the relevant Loan Party, and (E) a certificate of an authorized signatory of such


			19			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

Loan Party certifying that each copy document relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the relevant execution date.

Section 7. Representations and Warranties. Each Loan Party party hereto hereby represents and warrants, on and as of the date hereof and the Thirteenth Amendment Effective Date, that:

(a)Each of the representations and warranties made by such Loan Party set forth in Article V of the Existing Credit Agreement or in any other Loan Document are true and correct in all material respects (and in all respects if such representation or warranty is already qualified by materiality) immediately prior to, and after giving effect to, the incurrence of the Incremental Revolving Facility with the same effect as though made on and as of such date, except (i) to the extent such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects (and in all respects if such representation or warranty is already qualified by materiality) as of such earlier date and (ii) any reference to the Historical Financial Statements shall be deemed to refer to the most recent financial statements, if any, furnished pursuant to Section 6.01(c) of the Amended Credit Agreement, prior to the Thirteenth Amendment Effective Date .

(b)The execution and delivery of this Amendment and the performance of this Amendment and the Amended Credit Agreement are within each applicable Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. This Amendment has been duly executed and delivered by each Loan Party party hereto and, each of this Amendment and the Amended Credit Agreement is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and fair dealing.

(c)The execution and delivery of this Amendment by each Loan Party party hereto and the performance by such Loan Party of this Amendment and the Amended Credit Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) for filings necessary to perfect Liens created pursuant to the Loan Documents and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) any Requirements of Law applicable to such Loan Party which, in the case of this clause (b)(ii), could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any Contractual Obligation of any of the Loan Parties which in the case of this clause (c) could reasonably be expected to result in a Material Adverse Effect.

(d)The transactions contemplated hereunder and the incurrence of the Incremental Revolving Loans and Incremental Revolving Commitments hereunder are permitted under the Intercreditor Agreement, and such Incremental Revolving Loans and Incremental Revolving Commitments constitute “Senior Secured Facilities Obligations” (as defined in the Intercreditor Agreement).

(e)The transactions contemplated hereunder and the incurrence of the Incremental Revolving Loans and Incremental Revolving Commitments hereunder are permitted under the Existing Credit Agreement (including, without limitation, Sections 2.14 and 10.02 of the Existing Credit Agreement).


			20			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

Section 8. Effects on Loan Documents. Except as specifically amended herein, the Existing Credit Agreement and all other Loan Documents shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Except as otherwise expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Secured Party or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents. The Borrower Representative and the other parties hereto acknowledge and agree that, on and after the Thirteenth Amendment Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents. On and after the effectiveness of this Amendment, each reference in any Loan Document to “the Credit Agreement” shall mean and be a reference to the Amended Credit Agreement and each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Amended Credit Agreement.

Section 9. Non-Reliance on Agents and the Amendment Arranger. Each Lender acknowledges that it has, independently and without reliance upon the Agents, the Amendment Arranger or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment. Each Lender also acknowledges that it will, independently and without reliance upon either the Agents, the Amendment Arranger or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Amendment, the Amended Credit Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent or the Amendment Arranger herein, the Administrative Agent and the Amendment Arranger shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent, the Amendment Arranger or any of its Related Parties.

Section 10. Acknowledgment; Other Agreements. Subject to any limitations on its obligations expressly stated in the Loan Documents to which it is a party, each Borrower and each other Loan Party party hereto (i) acknowledges and agrees that all of its obligations under the Loan Guaranty set out in Article XII of the Amended Credit Agreement and the other Collateral Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to (x) the Collateral Agent for the benefit of the Secured Parties or (y) the Secured Parties in their capacities as such (or any of them) and reaffirms the Loan Guaranty made pursuant to the Amended Credit Agreement and (iii) acknowledges and agrees that the grants of security interests by and the Loan Guaranty of the Loan Parties contained in the Amended Credit Agreement and the other Collateral Documents are, and shall remain, in full force and effect after giving effect to this Amendment. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Existing Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document to consent to the amendment to the Existing Credit Agreement effected pursuant to this Amendment, (ii) nothing in the Existing Credit Agreement, the Amended Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Credit Agreement and (iii) the acknowledgements and reaffirmations set forth in this Section 10 shall become valid and binding obligations of such Guarantor a moment in time prior to the amendments set forth in Section 2 hereof.


			21			Orion - Thirteenth Amendment to the Credit Agreement

Exhibit 10.2

Section 11. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES TO BE BOUND BY THE TERMS OF SECTION 10.11 OF THE AMENDED CREDIT AGREEMENT AS IF SUCH SECTION WAS SET FORTH IN FULL HEREIN.

Section 12. Amendment Arranger. The Borrowers and each other Loan Party party hereto and the Lenders agree that (i) the Amendment Arranger shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Arrangers under the Amended Credit Agreement and (b) the Amendment Arranger shall have no duties, responsibilities or liabilities with respect to this Amendment, the Amended Credit Agreement or any other Loan Document.

Section 13. Miscellaneous.

(a)This Amendment and the Amended Credit Agreement is binding and enforceable as of the date hereof against each party hereto and thereto and its successors and permitted assigns.

(b)Section 2 of this Amendment shall be effective upon due execution by the Incremental Revolving Lenders and the Borrower Representative. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Amendment.

(c)To the extent permitted by law, any provision of this Amendment or the Amended Credit Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(d)Each of the parties hereto hereby agrees that Sections 10.10(b), 10.10(c), 10.10(d) and 10.11 of the Amended Credit Agreement are incorporated by reference herein, mutatis mutandis, and shall have the same force and effect with respect to this Amendment as if originally set forth herein.

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			22			Orion - Thirteenth Amendment to the Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.


ORION ENGINEERED CARBONS GMBH as Borrower Representative, as German Borrower and as Guarantor
By:			______________________________
Name:			Sandra Niewiem
Title:			Managing Director (Geschäftsführer)


By:			______________________________
Name:			Dr. Christian Eggert
Title:			Managing Director (Geschäftsführer)