Business Context and Reporting Period
Company: Koppers Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 27, 2006
Event: Entry into a Material Definitive Agreement regarding a secondary offering of common stock.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a capital structure event.
- Shares Offered: 1,750,000 shares of common stock.
- Over-Allotment Option: Underwriter (UBS Securities LLC) has a 30-day option to purchase up to 262,500 additional shares.
- Proceeds to Company: $0 (The Company will not receive any proceeds from the sale).
- Selling Shareholder: Saratoga Partners III, L.P. and Saratoga Partners III C.V. (collectively "Saratoga").
- Post-Offering Ownership: Saratoga will own approximately 20% of the Company's outstanding shares (excluding over-allotment effects).
Material Changes Versus Prior Period
The filing reports a material change in the Company's capital structure and shareholder composition due to the secondary offering. There is no comparison to prior financial periods as this is a transactional report rather than a periodic financial statement.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the execution of an Underwriting Agreement with UBS Securities LLC. It notes that the Company, Saratoga, and certain officers are subject to a 60-day "lock-up" period, subject to exceptions including 10b5-1 trading plans for officers.
Risks and Contingencies: The primary contingency is the potential exercise of the over-allotment option by the underwriter within 30 days. The lock-up agreement restricts the sale of shares by the Company and insiders for 60 days.
Important Facts for Investor Verification
- Verify the exact sale price per share and total proceeds received by Saratoga (not disclosed in this text).
- Confirm the impact of the 20% remaining stake held by Saratoga on future corporate governance or potential further sales.
- Review the full Underwriting Agreement (Exhibit 99.1) for specific terms regarding the lock-up exceptions and underwriting fees.
- Note that the Company receives no capital from this transaction; it is a sale of existing shares by a major shareholder.