UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 615, 2023

Commission File No. 1-9852

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	1-9852	11-1797126
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

375 University Avenue, Westwood, Massachusetts 02090

(Address of Principal Executive Office) (Zip Code)

(Registrant’s telephone number, including area code: (781) 332-0700)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

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

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.10 par value	CCF	NYSE American

~~Item~~Introductory 5Note.~~07 Submission of Matters to a Vote of Security Holders.~~

OnAs ~~October~~previously 6disclosed, ~~2023,~~ Chase Corporation, a Massachusetts corporation (“Chase”), ~~convened~~or ~~a special meeting of shareholders (~~the “~~Special Meeting~~Company”), toentered ~~consider~~into ~~and~~an ~~vote upon certain proposals related to the~~ Agreement and Plan of Merger, dated as of July 21, 2023, ~~as it may be amended from time to time~~ (the “Merger Agreement”), by and among Chase, Formulations Parent Corporation, a Delaware corporation (“Parent”), and Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”)~~, pursuant to which Merger Sub will merge with and into Chase, with Chase surviving as a wholly owned subsidiary of Parent (the “Merger”)~~. Parent and Merger Sub are ~~affiliates~~each an affiliate of investment funds managed by Kohlberg Kravis Roberts & Co. L.P., aOn ~~global~~November ~~investment firm. As a~~15, ~~result~~ 2023 of (the ~~Merger~~“Closing Date”), ~~Chase~~Merger ~~will~~Sub nomerged ~~longer~~with beand ~~publicly~~into ~~held.~~the InCompany ~~addition,~~ (the ~~common~~“Merger”) ~~stock,~~on ~~par~~the ~~value~~terms ~~$0.10~~and conditions ~~per~~set ~~share,~~forth ofin ~~Chase~~the ~~(“Chase~~Merger ~~common~~Agreement, ~~stock”)~~with ~~will~~the beCompany ~~delisted~~surviving ~~from~~ the ~~NYSE~~Merger ~~American~~as ~~and~~a ~~deregistered~~wholly ~~under~~owned ~~the~~subsidiary ~~Securities Exchange Act~~ of ~~1934,~~Parent as(the ~~amended~~“Surviving Corporation”).

~~There~~Item ~~were 9,508,483 shares of Chase common stock issued and outstanding as of August 29, 2023, the record date for the Special Meeting (the “Record Date”)~~1.01 AtEntry ~~the~~into Special Meeting, the holders of 8,295,298 shares of Chase common stock were present via webcast or represented by proxy, representing approximately 87.24% of the total outstanding shares of Chase common stock as of the Record Date, which constituted a ~~quorum.~~Material ~~Holders~~Definitive ~~of approximately 85.16% of shares of Chase common stock outstanding as of the Record Date and entitled to vote voted to approve and adopt the Merger~~ Agreement.

AtCredit the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Chase with the Securities and Exchange Commission on August 31, 2023):Agreement

~~Proposal~~Concurrently 1with –the ~~The~~closing of the Merger, ~~Proposal:~~Formulations ToIntermediate ~~approve~~Corporation, a Delaware corporation (“Holdings”), and ~~adopt~~Parent entered into that certain Credit Agreement, dated as of the Closing Date, among Holdings, Parent, as borrower, the lenders party thereto (the “Lenders”) and Antares Capital LP, as the administrative agent and collateral agent for the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Credit ~~Merger~~Agreement”). The Credit Agreement provides for extensions of credit in the form of (i) an initial term loan to Parent in an aggregate principal amount of $450,000,000, (ii) revolving credit loans made available to Parent at any time and from time to time, in an aggregate principal amount at any time outstanding not to exceed $75,000,000 (including both letters of credit extensions and the ~~“Merger~~swingline ~~Proposal”~~loans, described below), (iii) letters of credit from time to time in an aggregate stated amount at any time outstanding not to exceed $15,000,000, and (iv) swingline loans in an aggregate principal amount at any time outstanding not to exceed $15,000,000.

~~Proposal~~The 2obligations –under ~~The~~the ~~Merger~~Credit ~~Compensation~~Agreement ~~Proposal:~~are Tosecured ~~approve,~~ on a ~~non-binding~~first ~~advisory~~priority basis, ~~certain~~by ~~compensation~~substantially ~~that~~all ~~will~~assets orof ~~may~~Parent beand ~~paid~~the byguarantors ~~Chase~~(subject to ~~its~~certain exclusions ~~named~~and ~~executive~~exceptions). ~~officers~~The ~~that~~Credit isAgreement ~~based~~includes onrepresentations orand ~~otherwise~~warranties, ~~relates~~covenants, toevents ~~the~~of ~~Merger~~default and other provisions that are customary for facilities of their respective types.

~~Proposal~~Item ~~3 – The Adjournment Proposal: To approve the adjournment of the Special Meeting, including if necessary, to solicit additional proxies in favor of Proposal~~ 1.02 –Termination ~~The Merger Proposal, if there are not sufficient votes at the time~~ of ~~such~~a ~~adjournment~~Material toDefinitive ~~approve the Merger Proposal~~Agreement.

AIn ~~summary~~connection with the consummation of the ~~voting~~Merger, ~~results~~on ~~for~~the Closing Date, Chase repaid in full the obligations under the Second Amended and Restated Credit Agreement, dated as of July 27, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “BofA Credit Agreement”), among Chase and NEPTCO Incorporated, a Rhode Island corporation, each ~~proposal~~as isborrowers ~~set~~and ~~forth~~guarantors, ~~below~~the subsidiary guarantors as named therein, Bank of America, N.A. (“BofA”), as administrative agent, swing line lender and a letter of credit issuer, BofA Securities, Inc., as lead arranger and bookrunner, and the other lenders from time to time party thereto. Upon BofA’s receipt of such payment, all obligations under the BofA Credit Agreement, other than certain continuing indemnity obligations, were released, satisfied and discharged in full and all security interests in the collateral securing the loans were automatically terminated, released, satisfied and discharged.

~~Proposal~~Item No2.01 1Completion –of ~~Merger~~Acquisition ~~Proposal~~or Disposition of Assets.

Votes For		Votes Against		Abstentions
8,097,605		184,269		13,424

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”):

~~Proposal~~• Noeach share of Company common stock, par value $0.10 2per –share ~~Merger~~(“Company ~~Compensation~~Common ~~Proposal~~Stock”) (other than shares of Company Common Stock (i) held by the Company as treasury stock or owned by Parent immediately prior to the Effective Time, (ii) held by any subsidiary of either the Company or Parent immediately prior to the Effective Time or (iii) held by any holder who is entitled to appraisal rights and has properly exercised such rights under Massachusetts law (collectively “Excluded Shares”)) issued and outstanding immediately prior to the Effective Time was converted into the right to receive $127.50 in cash, without interest (the “Merger Consideration”);

Votes For		Votes Against		Abstentions
7,414,771		865,641		14,886

•

each award of shares of Company Common Stock that was subject to time-based vesting conditions and that was outstanding immediately prior to the Effective Time (each, a “Company RSA”) automatically became fully vested and was canceled and converted into the right to receive the Merger Consideration, provided that, except as otherwise set forth in the schedules to the Merger Agreement, in the case of any Company RSA that was granted after the date of the Merger Agreement, such Company RSA was vested on a prorated basis, rather than in full (with the balance of such award forfeited and canceled for no consideration as of the Effective Time);

~~Proposal~~• ~~No.~~each 3award –of ~~Adjournment~~shares ~~Proposal~~of Company Common Stock that was subject to performance-based vesting conditions and that was outstanding immediately prior to the Effective Time (each, a “Company PSA”) automatically became fully vested and was canceled and converted into the right to receive the Merger Consideration in respect of the number of shares of Company Common Stock issued and outstanding thereunder as of immediately prior to the Effective Time; and

Votes For		Votes Against		Abstentions
7,783,690		449,843		61,765

•

each stock option to purchase shares of Company Common Stock (whether or not vested) that was outstanding immediately prior to the Effective Time (each, a “Company Option”) automatically became fully vested and was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such Company Option multiplied by (ii) the total number of shares of Company Common Stock issuable in respect of such Company Option (and, if the exercise price per share for such Company Option was equal to or greater than the Merger Consideration, such Company Option was forfeited and canceled without consideration).

~~Although~~The ~~Proposal~~information 3set ~~was~~forth ~~approved,~~in the ~~adjournment~~Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The description of the ~~Special~~Merger ~~Meeting~~and ~~was~~the Merger Agreement contained in this Item 2.01 does not ~~necessary~~purport ~~because~~to ~~Chase’s~~be ~~shareholders~~complete ~~approved~~and ~~Proposal~~is subject to and qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 83.01 ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnIn ~~October~~connection 6with and as a result of the consummation of the Merger, ~~2023~~shares of Company Common Stock ceased to trade on the NYSE American prior to market open on the Closing Date, ~~Chase~~and ~~issued~~became aeligible ~~press~~for ~~release~~delisting ~~announcing~~from the ~~results~~NYSE American and termination of registration under the ~~Special~~Securities ~~Meeting~~Exchange Act of 1934, as amended (the “Exchange Act”). The ACompany ~~copy~~has ofrequested that the ~~press~~NYSE ~~release~~American isfile with the U.S. Securities and Exchange Commission (the “SEC”) a Notification of Removal From Listing and Registration on ~~filed~~ Form as25 ~~Exhibit~~to 99delist Company Common Stock from the NYSE American under Section 12(b) of the Exchange Act on the Closing Date.1 ~~hereto~~After the Form 25 becomes effective, the Surviving Corporation intends to file a Form 15 with the SEC to terminate the registration of Company Common Stock under Section 12(g) of the Exchange Act and suspend its reporting obligations with the SEC under Sections 13 and 15(d) of the Exchange Act.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 92.01. ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated herein by reference.

Exhibit Number	Description
99.1	Press Release dated October 6, 2023.

Item 3.03

Material Modification to Rights of Security Holders.

In connection with the consummation of the Merger, at the Effective Time, holders of shares of Company Common Stock (other than Excluded Shares), Company RSAs, Company PSAs and Company Options ceased to have any rights in connection with their holding of such securities (other than their right to receive (i) with respect to Company Common Stock, Company RSAs and Company PSAs, the Merger Consideration, as described in the Item 2.01, and (ii) with respect to Company Options, the consideration described in Item 2.01).

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The total equity value of the transaction was approximately $1.3 billion. Parent funded the Merger with debt and equity financing.

The information set forth in the Introductory Note and the information set forth under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, effective as of the Effective Time, Thomas D. Debyle, John H. Derby, Chad A. McDaniel, Ellen Rubin, Dana Mohler-Faria, Mary Claire Chase, Thomas Wroe Jr. and Joan Wallace-Benjamin ceased to be directors on the Company’s board of directors or any committee thereof, and Peter R. Chase resigned from the officer position of the Company. Immediately after the Effective Time, Adam P. Chase and Michael J. Bourque were appointed as directors of the Surviving Corporation.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Immediately after the Effective Time, the articles of organization and the bylaws of Chase, each as in effect as of the Effective Time were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01

Other Events

On the Closing Date, the Company issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in its entirety herein.

Item 9.01

Financial Statements and Exhibits.

Exhibits

Exhibit No.	Description
2.1*	Agreement and Plan of Merger, by and among Chase Corporation, Formulations Parent Corporation and Formulations Merger Sub Corporation, dated as of July 21, 2023

3.1	Restated Articles of Organization of Chase Corporation, effective as of November 15, 2023

3.2	Second Amended and Restated Bylaws of Chase Corporation, effective as of November 15, 2023

99.1	Press Release, dated as of November 15, 2023

104	Cover Page Interactive Data File, formatted in Inline XBRL.

* Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Chase Corporation
Date: November 15, 2023
Dated: October 6, 2023	By:	/s/ Michael J. Bourque
	Chase Corporation
		Michael J. Bourque
	By:	/s/ Michael J. Bourque
		Treasurer and Chief Financial Officer
	Name: Michael J. Bourque
	Title: Treasurer & Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated October 6, 2023.

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