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): ~~June~~July 307, 2020

COVIA HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38510	13-2656671
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3 Summit Park Drive, Suite 700, Independence, Ohio		44131
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 255-7263

Not Applicable

(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))

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 Stock

CVIA*

New York Stock Exchange*

*On June 30, 2020, Covia Holdings Corporation (the “Company”) was notified by the staff of NYSE Regulation, Inc. (“NYSE Regulation”) that it plans to file a delisting application with the Securities and Exchange Commission (the “SEC”) to delist the Company’s common stock from the New York Stock Exchange (the “NYSE”) upon the completion of all applicable procedures. After the Form 25 is filed by NYSE Regulation, the delisting will become effective 10 days later. The deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be effective 90 days, or such shorter period as the SEC may determine, after filing of the Form 25. Upon deregistration of the Company’s common stock under Section 12(b) of the Exchange Act, the Company’s common stock will remain registered under Section 12(g) of the Exchange Act. The Company’s common stock began trading on the OTC Pink Marketplace on July 2, 2020 under the symbol “CVIAQ.”

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

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. ☐

Item 15.02. ~~Termination~~Departure of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously~~July ~~reported~~7, ~~on June 29,~~ 2020, ~~Covia~~Olivier ~~Holdings~~Lambrechts ~~Corporation~~announced ~~(the~~his ~~“Company”)~~intention ~~and~~to ~~certain~~resign offrom ~~its~~the ~~direct~~Board ~~and~~of ~~indirect~~Directors ~~subsidiaries~~ (~~collectively,~~ the “~~Company Parties~~Board”) ~~voluntarily~~of ~~commenced~~Covia ~~cases~~Holdings ~~under~~Corporation ~~chapter~~(“Company,” 11“we,” ~~(the~~“us,” “~~Chapter~~our” 11or ~~Cases~~“registrant”), ofeffective ~~title~~July 118, of2020, ~~the~~to ~~United~~devote ~~States~~his ~~Code~~full inattention ~~the~~to ~~U.S.~~his ~~Bankruptcy~~position ~~Court~~at ~~for~~SCR-Sibelco ~~the~~NV ~~Southern District of Texas~~ (~~the~~ “~~Bankruptcy Court~~Sibelco”).

InThe ~~connection~~Amended ~~with~~and ~~the~~Restated ~~Chapter~~Stockholders ~~11 Cases~~Agreement, ~~the~~dated ~~Company~~August ~~Parties~~19, ~~entered~~2019, ~~into~~by aand ~~Restructuring~~between ~~Support~~Sibelco ~~Agreement~~and (the ~~“Restructuring~~Company ~~Support~~provides ~~Agreement”)~~that ~~with~~if ~~certain~~a ~~creditors~~vacancy (is created due to the ~~“Consenting~~resignation ~~Stakeholders”)~~of a Sibelco-appointed director, ~~which~~the ~~contemplated~~remaining ~~agreed~~Sibelco-~~upon~~appointed ~~terms~~directors ~~for~~may adesignate ~~prearranged~~an ~~plan~~individual ofto ~~reorganization~~fill (the ~~“Plan”)~~vacancy. ~~Under~~At ~~the~~a ~~Restructuring~~meeting ~~Support~~held ~~Agreement,~~on ~~the~~July ~~Consenting~~8, ~~Stakeholders agreed~~2020, ~~subject~~the toSibelco-appointed ~~certain~~directors ~~terms~~appointed ~~and~~Benny ~~conditions,~~Loix to ~~support~~replace aMr. ~~financial~~Lambrechts ~~restructuring~~on of the ~~existing~~Board. ~~debt~~Mr. ~~of,~~Loix ~~existing~~has ~~equity~~not ~~interests~~been ~~in,~~appointed ~~and~~to ~~certain~~any ~~other~~committee ~~obligations~~ of the ~~Company~~Board ~~Parties,~~at ~~pursuant~~this ~~to the Plan as filed with the Bankruptcy Court~~time.

OnBenny ~~July 1~~Loix, ~~2020~~52, ascurrently ~~part~~serves ofas the ~~Plan~~Executive ~~and~~Vice ~~with~~President ~~the approval~~ of ~~the~~Finance ~~Bankruptcy~~– ~~Court,~~Treasurer ~~the Company terminated the Receivables Facility (as defined below), including the Receivables Financing Agreement (the “RFA”) by~~ and ~~among~~M&A ~~(i)~~for ~~the~~Sibelco. ~~Company,~~Mr. asLoix ~~initial~~joined ~~servicer,~~Sibelco ~~(ii)~~in ~~Covia Financing LLC~~2008, awhere ~~special~~he ~~purpose~~has ~~entity~~held ~~and~~positions ~~wholly owned subsidiary~~ of ~~the~~increasing ~~Company,~~responsibility asin ~~borrower (“Covia Financing”), (iii)~~ the ~~persons~~finance ~~from time to time party thereto, as lenders, (iv) PNC Bank, National Association, as LC bank~~ and astreasury ~~administrative~~functions. ~~agent (“PNC”), and (v) PNC Capital Markets LLC, as structuring agent (“PNC Capital”)~~Mr. InLoix ~~connection~~also ~~with~~served ~~the RFA, (i) the Company,~~ as ~~originator and servicer, and Covia Financing, as~~ the ~~buyer, had entered into a Purchase and Sale Agreement (“PSA”), and (ii) various of the~~ Company’s ~~subsidiaries,~~treasurer asfrom ~~sub-originators~~July ~~(“Sub-Originators”),~~2018 ~~and~~until ~~the~~March ~~Company,~~2020. ~~as the buyer and servicer, entered into the Sub-Originator Purchase and Sale Agreement (“Sub-PSA”)~~Mr. ~~Together,~~Loix ~~the~~holds ~~RFA,~~a ~~the~~master’s ~~PSA,~~degree ~~and~~in ~~the~~Applied ~~Sub-PSA~~Economics ~~established~~from ~~the~~KU ~~primary~~Leuven ~~terms~~Brussels and ~~conditions~~a ofpostgraduate andegree ~~accounts~~in ~~receivable~~Corporate ~~securitization~~Finance ~~program~~from ~~(the~~Vlerick ~~“Receivables Facility”)~~Leuven.

AsMr. ~~previously~~Loix ~~reported,~~does ~~the~~not ~~commencement~~qualify ofas ~~the~~an ~~Chapter~~independent 11director ~~Cases~~under ~~constituted~~SEC anand ~~event~~New ofYork ~~default~~Stock ~~under~~Exchange independence requirements due to his employment with Sibelco, ~~and~~with ~~resulted~~whom inthe Company has had a material relationship during the ~~acceleration~~last ofthree fiscal years. As a result, Mr. Loix will receive no compensation for his service as a director. There are no related party transactions between the Company ~~Parties’~~and ~~obligations~~Mr. Loix that would require disclosure under ~~the~~Item ~~RFA.~~404(a) of Regulation S-K.

InItem ~~connection~~8.01. ~~with~~Other the termination of the Receivables Facility, the Company repaid all of the outstanding obligations in respect of principal, interest and fees under the Receivables Facility and terminated and released all security interests and liens in the assigned receivables granted in connection therewithEvents.

~~Further,~~Restructuring ~~with~~Support the approval of the Bankruptcy Court, the Receivables Facility was replaced with a letter of credit facility pursuant to an interim order authorizing, among other things, (i) the Company’s funding of a new letter of credit collateral account held at Covia Financing, (ii) entry into the Payoff and Reassignment Agreement (the “Payoff Agreement”), among the Company, Covia Financing, the Sub-Originators, PNC, and PNC Capital, (iii) the Company’s, Covia Financing’s and the Sub-Originators’ entry into, and performance of, their respective obligations under the Payoff Agreement and, as applicable, the Reimbursement Agreement for Cash-Collateralized Standby Letters of Credit, among PNC, Covia Financing, and the Company (the “Reimbursement Agreement” and, together with the Payoff Agreement, the “Letter of Credit Agreements”), and (iv) execution of the transactions contemplated by the Letter of Credit Agreements.

~~Item~~As ~~3.01~~previously ~~Notice~~reported, on June 29, 2020, the Company and certain of ~~Delisting~~its ordirect ~~Failure~~and toindirect ~~Satisfy~~subsidiaries a(collectively, ~~Continued~~the ~~Listing~~“Company ~~Rule~~Parties”) orvoluntarily ~~Standard;~~commenced ~~Transfer~~cases under chapter 11 (the “Chapter 11 Cases”) of ~~Listing~~title 11 of the United States Code in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

OnIn ~~June~~connection ~~30,~~with ~~2020~~the Chapter 11 Cases, the Company ~~was~~Parties ~~notified~~entered byinto ~~the~~a ~~staff~~Restructuring ofSupport ~~NYSE~~Agreement ~~Regulation, Inc.~~ (the “~~NYSE~~Restructuring ~~Regulation~~Support Agreement”), ~~that~~dated itJune ~~had~~29, ~~determined~~2020, towith ~~commence~~certain ~~proceedings~~creditors to(the ~~delist~~“Consenting ~~the~~Stakeholders”), ~~Company’s~~which ~~common~~contemplated ~~stock~~agreed-upon ~~from~~terms ~~the~~for ~~New~~a ~~York~~prearranged ~~Stock~~plan ~~Exchange~~of reorganization (the “~~NYSE~~Plan”). ~~NYSE~~Under ~~Regulation~~the ~~reached~~Restructuring ~~its~~Support ~~decision~~Agreement, ~~that~~ the ~~Company~~Consenting isStakeholders noagreed, ~~longer~~subject ~~suitable~~to ~~for~~certain ~~listing~~terms ~~pursuant~~and conditions, to ~~NYSE~~support ~~Listed~~a ~~Company~~financial ~~Manual~~restructuring ~~Section~~of ~~802.01D after~~ the ~~Company~~existing ~~commenced~~debt ~~the~~of, ~~Chapter~~existing 11equity ~~Cases.~~interests ~~The~~in, ~~Company~~and ~~does~~certain ~~not~~other ~~intend~~obligations toof ~~appeal~~ the ~~determination~~Company ~~and~~Parties, ~~therefore,~~pursuant itto isthe ~~expected~~Plan ~~that~~as ~~its~~filed ~~common~~with ~~stock~~the ~~will~~Bankruptcy ~~be delisted~~Court.

~~Item~~On 8July 7, 2020, the Consenting Stakeholders and the Company Parties entered into an Amended and Restated Restructuring Support Agreement (a) to revise the defined term “Required Consenting Stakeholders” to mean those Consenting Stakeholders holding 60.01%, ~~Other~~instead ~~Items~~of 50.01%, of the aggregate outstanding principal amount of the term loans under that certain Credit and Guaranty Agreement, dated as of June 1, 2018, as amended, that are held by the Consenting Stakeholders and (b) to provide that the Bankruptcy Court must enter, instead of enforce, an order setting the general claims bar date in the Chapter 11 Cases within 60 days of the petition date, which was June 29, 2020; provided that such milestone may be extended by written agreement between the Company and the Required Consenting Stakeholders.

On June 30, 2020, the Bankruptcy Court entered a final order approving the relief requested in the Motion for Entry of an Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Stock,

Docket No. 73 (the “NOL Order”). The NOL Order is designed to assist the Company Parties in preserving certain of their tax attributes by establishing, among other things, the procedures (including notice requirements) that certain stockholders and potential stockholders must comply with regarding transfers of, or declarations of worthlessness with respect to, the Company’s common stock, as well as certain obligations with respect to notifying the Company Parties with respect to current stock ownership (the “Procedures”). The terms and conditions of the Procedures were immediately effective and enforceable upon entry of the NOL Order by the Bankruptcy Court. Any actions in violation of the Procedures (including the notice requirements) are null and void ab initio, and (a) the person or entity making such a transfer will be required to take remedial actions specified by the Company Parties to appropriately reflect that such transfer of the Company’s common stock is null and void ab initio and (b) the person or entity making such a declaration of worthlessness with respect to the Company’s common stock will be required to file an amended tax return revoking such declaration and any related deduction to reflect that such declaration is void ab initio. The foregoing description of the NOL Order is not complete and is qualified in its entirety by reference to the NOL Order.

Additional Information on the Chapter 11 Cases

Court filings and information about the Chapter 11 Cases, ~~including the NOL Order,~~ can be found at a website maintained by the Company’s claims agent Prime Clerk LLC at http://cases.primeclerk.com/Covia, by calling 1-877-606-3610 (toll-free), or by sending an email to CoviaInfo@PrimeClerk.com. The documents and other information available via website or elsewhere are not part of this Current Report and shall not be deemed incorporated herein.

Cautionary Note Regarding the Company’s Common Stock

The Company cautions that trading in the Company’s common stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in the Chapter 11 Cases. The Company expects that holders of the Company’s common stock could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

3Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description
10.1	Amended and Restated Restructuring Support Agreement, dated as of July 7, 2020, by and among the Company Parties and the Consenting Stakeholders.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

Date: July 2, 2020	COVIA HOLDINGS CORPORATION
Date: July 10, 2020	COVIA HOLDINGS CORPORATION
	By:	/s/ Andrew D. Eich
	Name:	Andrew D. Eich
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

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