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): ~~July~~September 725, 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~~CVIAQ* New York Stock Exchange*

*On ~~June~~July 3021, 2020, ~~Covia Holdings Corporation (the “Company”) was notified by the staff of~~ NYSE Regulation, Inc. ~~(“NYSE~~filed ~~Regulation”) that it plans to file~~ a ~~delisting~~Form ~~application~~25 with the Securities and Exchange Commission (the “SEC”) to delist ~~the~~Covia ~~Company~~Holdings Corporation’s common stock ~~from the New York Stock Exchange~~ (the “~~NYSE~~common stock”) ~~upon~~from the ~~completion~~New ofYork ~~all~~Stock ~~applicable~~Exchange ~~procedures.~~at ~~After~~ the ~~Form~~opening 25of isbusiness ~~filed~~on byAugust ~~NYSE Regulation~~3, ~~the delisting will become effective 10 days later~~2020. 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2020, Olivier Lambrechts announced his intention to resign from the Board of Directors (the “Board”) of Covia Holdings Corporation (“Company,” “we,” “us,” “our” or “registrant”), effective July 8, 2020, to devote his full attention to his position at SCR-Sibelco NV (“Sibelco”).

The Amended and Restated Stockholders Agreement, dated August 19, 2019, by and between Sibelco and the Company provides that if a vacancy is created due to the resignation of a Sibelco-appointed director, the remaining Sibelco-appointed directors may designate an individual to fill the vacancy. At a meeting held on July 8, 2020, the Sibelco-appointed directors appointed Benny Loix to replace Mr. Lambrechts on the Board. Mr. Loix has not been appointed to any committee of the Board at this time.

Benny Loix, 52, currently serves as the Executive Vice President of Finance – Treasurer and M&A for Sibelco. Mr. Loix joined Sibelco in 2008, where he has held positions of increasing responsibility in the finance and treasury functions. Mr. Loix also served as the Company’s treasurer from July 2018 until March 2020. Mr. Loix holds a master’s degree in Applied Economics from KU Leuven Brussels and a postgraduate degree in Corporate Finance from Vlerick Leuven.

Mr. Loix does not qualify as an independent director under SEC and New York Stock Exchange independence requirements due to his employment with Sibelco, with whom the Company has had a material relationship during the last three 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 and Mr. Loix that would require disclosure under Item 404(a) of Regulation S-K.

Item 8.01.

Other Events.

~~Restructuring~~As ~~Support~~previously ~~Agreement~~disclosed, on June 29, 2020, Covia Holdings Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”), filed voluntary petitions under chapter 11 (the “Chapter 11 Cases”) of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re Covia Holdings Corporation, et al, Case No. 20-33295 (DRJ).

AsOn ~~previously~~September ~~reported~~25, ~~on June 29,~~ 2020, the Company ~~and~~Parties ~~certain~~filed a proposed Joint Chapter 11 Plan of Reorganization of Covia Holdings Corporation and its ~~direct~~Debtor Affiliates (the “Plan”) and ~~indirect~~a ~~subsidiaries~~related Disclosure Statement (~~collectively~~the “Disclosure Statement”) describing, among other things, the “Plan; the Company Parties’ anticipated financial restructuring (the “Restructuring”); ~~voluntarily~~the ~~commenced~~events ~~cases~~leading ~~under~~to ~~chapter~~the Chapter 11 (Cases; certain events that have occurred or are anticipated to occur during the “Chapter 11 Cases”), including the anticipated solicitation of ~~title~~votes 11to approve the Plan from certain of the ~~United~~Company ~~States~~Parties’ ~~Code~~creditors; projected recoveries with respect to claims against and equity interests in the UCompany Parties under the Plan; and certain other aspects of the Restructuring.S. ~~Bankruptcy~~The ~~Court~~Plan ~~for~~and Disclosure Statement, as well as other court filings and information about the ~~Southern~~Chapter ~~District~~11 Cases, can be accessed free of ~~Texas~~charge (at a website maintained by the ~~“Bankruptcy~~Company’s ~~Court”)~~claims, noticing, and solicitation 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.

InInformation ~~connection~~contained ~~with~~in the ~~Chapter~~Plan 11and ~~Cases,~~ the ~~Company~~Disclosure ~~Parties~~Statement ~~entered~~is ~~into~~subject ato ~~Restructuring Support Agreement (the “Restructuring Support Agreement”)~~change, ~~dated~~whether ~~June~~as ~~29,~~a ~~2020,~~result ~~with~~of ~~certain~~amendments ~~creditors~~or ~~(the~~supplements ~~“Consenting~~to ~~Stakeholders”), which contemplated agreed-upon terms for a prearranged plan of reorganization (~~the “Plan~~”).~~ ~~Under~~or ~~the~~Disclosure ~~Restructuring~~Statement, ~~Support~~third-party ~~Agreement~~actions, ~~the~~or ~~Consenting Stakeholders agreed~~otherwise, ~~subject~~and toshould ~~certain~~not ~~terms~~be ~~and~~relied ~~conditions,~~upon toby ~~support~~any aparty. ~~financial~~The ~~restructuring~~documents ofand ~~the~~other ~~existing~~information ~~debt~~available ~~of,~~via ~~existing~~website ~~equity~~or ~~interests~~elsewhere ~~in,~~are ~~and~~not ~~certain~~part ~~other obligations~~ of ~~the~~this ~~Company~~Current ~~Parties,~~Report ~~pursuant~~and toshall ~~the~~not ~~Plan~~be asdeemed ~~filed~~incorporated ~~with the Bankruptcy Court~~herein.

OnThis ~~July~~Current 7,Report ~~2020,~~is ~~the~~not ~~Consenting Stakeholders and the Company Parties entered into an Amended and Restated Restructuring Support Agreement (~~a) tosolicitation ~~revise the defined term “Required Consenting Stakeholders”~~ to ~~mean~~accept ~~those~~or ~~Consenting~~reject ~~Stakeholders~~the ~~holding 60~~Plan.~~01%,~~ ~~instead~~Any ofsuch ~~50.01%,~~solicitation ofwill ~~the~~be ~~aggregate~~made ~~outstanding~~pursuant ~~principal~~to ~~amount~~and ofin ~~the~~accordance ~~term~~with ~~loans~~applicable ~~under that certain Credit and Guaranty Agreement~~law, ~~dated~~including asorders 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.

Additional Information on the Chapter 11 Cases

Court filings and information about the Chapter 11 Cases 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.

~~Item~~Cautionary ~~9.01~~Statement ~~Financial~~Concerning ~~Statements~~Forward-Looking ~~and Exhibits.~~Statements

~~(d)~~This ~~Exhibits~~current report contains “forward-looking statements” related to future events. Forward-looking statements contain words such as “expect,” “anticipate,” “could,” “should,” “intend,” “plan,” “believe,” “seek,” “see,” “may,” “will,” “would,” or “target.” Forward-looking statements are based on management’s current expectations, beliefs, assumptions and estimates and may include, for example, statements regarding the Chapter 11 Cases, the Company’s ability to complete the Restructuring and its ability to continue operating in the ordinary course while the Chapter 11 Cases are pending. These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements, including: consummation of the Restructuring; potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results of operations; the Company’s ability to obtain timely approval by the Bankruptcy Court of the motions filed in the Chapter 11 Cases; objections to the Plan, the Disclosure Statement, or Company Parties’ Restructuring or other pleadings filed that could protract the Chapter 11 Cases; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties, posed in part by the Chapter 11 Cases; the Company’s ability to comply with financing arrangements; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, including holders of the Company’s common stock; the Bankruptcy Court’s rulings in the Chapter 11 Cases, including the approvals of the terms and conditions of the Restructuring and the outcome of the Chapter 11 Cases generally; the length of time that the Company will operate under Chapter 11

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.

protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to consummate the Restructuring or an alternative restructuring; increased administrative and legal costs related to the Chapter 11 process; potential delays in the Chapter 11 process due to the effects of the COVID-19 virus; and other litigation and inherent risks involved in a bankruptcy process; as well as other risk factors set forth in the Company’s Disclosure Statement, as may be amended from time to time.

Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports the Company files with the U.S. Securities and Exchange Commission, including those in the Company’s most recent Annual Report on Form 10-K and any updates thereto in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. The Company has no obligation to update or revise these forward-looking statements and does not undertake to do so.

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 10, 2020	COVIA HOLDINGS CORPORATION
Date: September 28, 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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