NewMarket Corp. Reports Asset Acquisition/Disposition & New Debt

Ticker: NEU · Form: 8-K · Filed: Jan 22, 2024 · CIK: 1282637

Complexity: simple

Sentiment: mixed

Topics: acquisition, disposition, debt, corporate-action

TL;DR

**NewMarket just completed an acquisition/disposition and took on new debt, big changes ahead!**

AI Summary

NewMarket Corporation filed an 8-K on January 22, 2024, reporting an event on January 16, 2024, related to the completion of an acquisition or disposition of assets and the creation of a direct financial obligation. This filing indicates a significant change in the company's financial structure or asset base, which could impact future earnings and debt levels. Investors should understand these changes as they directly affect the company's valuation and risk profile.

Why It Matters

This filing signals a material change in NewMarket's business operations or financial leverage, which could affect its profitability, growth prospects, and overall financial health. Investors need to understand the specifics of these changes to assess the company's future performance.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (acquisition/disposition and new financial obligations) without providing specific details, introducing uncertainty about their financial impact.

Analyst Insight

Investors should await further details regarding the specific acquisition/disposition and the nature/size of the new financial obligation to fully assess the impact on NewMarket Corporation's financial health and future prospects.

Key Players & Entities

FAQ

What specific event did NewMarket Corporation report on January 16, 2024?

NewMarket Corporation reported the 'Completion of Acquisition or Disposition of Assets' and the 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant' on January 16, 2024, as per Item Information in the 8-K filing.

When was this 8-K filing submitted to the SEC?

The 8-K filing was submitted to the SEC on January 22, 2024, as indicated by the 'FILED AS OF DATE' and 'DATE AS OF CHANGE' in the filing header.

What is NewMarket Corporation's trading symbol and on which exchange is it listed?

NewMarket Corporation's trading symbol is NEU, and its Common Stock, without par value, is registered on the New York Stock Exchange, as stated under 'Securities registered pursuant to Section 12(b) of the Act'.

What is the business address and phone number of NewMarket Corporation?

NewMarket Corporation's business address is 330 South Fourth Street, Richmond, Virginia 23219, and its telephone number is (804) 788-5000, according to the 'BUSINESS ADDRESS' and 'Registrant’s telephone number' sections of the filing.

What is the SEC File Number for NewMarket Corporation?

NewMarket Corporation's SEC File Number is 001-32190, as listed under 'SEC FILE NUMBER' in the filing values and also under 'Commission File Number' in the report details.

Filing Stats: 713 words · 3 min read · ~2 pages · Grade level 15.2 · Accepted 2024-01-22 17:07:01

Key Financial Figures

Filing Documents

01

Item 2.01 Completion of Acquisition or Disposition of Assets On January 16, 2024, NewMarket Corporation (the "Company") completed its previously announced acquisition from Coyote Ultimate Holdings, LLC ("Coyote") of all issued and outstanding ownership units of AMPAC Intermediate Holdings, LLC ("Holdings"), the ultimate parent company of American Pacific Corporation ("AMPAC"), pursuant to the Securities Purchase Agreement entered into by the Company, Coyote and Holdings on December 1, 2023 (the "Purchase Agreement"). The Company satisfied the approximately $700 million purchase price with cash on hand and borrowings of approximately $690 million under its existing revolving credit facility. AMPAC is the leading North American manufacturer of critical performance additives used in solid rocket motors for space launch and military defense applications. AMPAC also manufactures Halotron BrX, a clean and environmentally friendly fire extinguishing agent that replaces legacy high ozone-depleting fire extinguishing agents. The foregoing description of the Purchase Agreement and the transaction contemplated thereby is qualified in its entirety by the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2023 and is incorporated herein by reference.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. The information disclosed in Item 2.01 pertaining to borrowings under the Company's existing revolving credit facility is incorporated herein by reference. For additional information concerning the Company's revolving credit facility, see the disclosures concerning the facility in Note 14 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial Statements of Business Acquired The financial statements required by this item will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information The pro forma financial information required by this item will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 22, 2024 NEWMARKET CORPORATION By: /s/ William J. Skrobacz William J. Skrobacz Vice President and Chief Financial Officer

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