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): ~~September~~December 2514, 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: None

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock CVIAQ* New York Stock Exchange*

*On July 21, 2020, NYSE Regulation, Inc. filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist Covia Holdings Corporation’s common stock (the “common stock”) from the New York Stock Exchange at the opening of business on August 3, 2020. The deregistration of the 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 common stock under Section 12(b) of the Exchange Act, the common stock will remain registered under Section 12(g) of the Exchange Act.

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 81.0103.Bankruptcy ~~Other~~or ~~Events~~Receivership.

As previously ~~disclosed~~announced, on June 29, 2020, Covia Holdings Corporation (the “Company” and, as it may be reorganized pursuant to the Plan (as defined below), the “Reorganized Company”) and certain of its direct and indirect subsidiaries (~~collectively,~~together with the “Company, ~~Parties~~the “Debtors”), ~~filed~~commenced voluntary ~~petitions~~cases ~~under chapter 11~~ (the “Chapter 11 Cases”) ofunder ~~title~~Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (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).

On ~~September~~December 2514, 2020, the ~~Company~~Bankruptcy ~~Parties~~Court ~~filed~~entered aan ~~proposed~~order (the “Confirmation Order”) confirming the Modified First Amended Joint Chapter 11 Plan of Reorganization of Covia Holdings Corporation and ~~its~~Its Debtor Affiliates (the “Plan”). ~~and~~The aDebtors ~~related~~expect ~~Disclosure~~that ~~Statement (~~the ~~“Disclosure~~effective ~~Statement”)~~date ~~describing,~~of ~~among other things,~~ the Plan; ~~the~~will ~~Company Parties’ anticipated financial restructuring (the “Restructuring”); the events leading to the Chapter 11 Cases; certain events that have occurred or are anticipated to~~ occur ~~during~~once ~~the~~all ~~Chapter~~conditions 11precedent ~~Cases, including the anticipated solicitation of votes~~ to ~~approve~~ the Plan ~~from~~have ~~certain~~been ofsatisfied ~~the~~(defined ~~Company Parties’ creditors; projected recoveries with respect to claims against and equity interests~~ in the ~~Company Parties under the~~ Plan; ~~and certain other aspects of the Restructuring. The Plan and Disclosure Statement,~~ as ~~well as other court filings and information about~~ the ~~Chapter~~“Effective 11 Cases, can be accessed free of charge at a website maintained by the Company’s claims, noticing, and solicitation agent, Prime Clerk LLC, at http://cases.primeclerk.com/Covia, by calling 1-877-606-3610 (toll-freeDate”)~~, or by sending an email to CoviaInfo@PrimeClerk~~.~~com.~~

~~Information~~Summary ~~contained in the Plan and the Disclosure Statement is subject to change, whether as a result~~ of ~~amendments or supplements to~~ the Plan or Disclosure Statement, third-party actions, or otherwise, and should not be relied upon by any party. The documents and other information available via website or elsewhere are not part of this Current Report and shall not be deemed incorporated herein.

The following is a summary of the material terms of the Plan as approved and confirmed by the Bankruptcy Court. This ~~Current~~summary ~~Report~~highlights only certain substantive provisions of the Plan and is not aintended ~~solicitation~~ to ~~accept~~be ora ~~reject~~complete description of the Plan. ~~Any~~This ~~such~~summary ~~solicitation~~is ~~will~~qualified bein ~~made~~its ~~pursuant~~entirety by reference to the full text of the Confirmation Order, which includes the Plan as an exhibit, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. Among other things, the Plan provides for (in ~~accordance~~each ~~with~~case, ~~applicable~~as ~~law~~more fully described in the Plan, ~~including~~and ~~orders~~capitalized ofterms having the ~~Bankruptcy~~meanings ~~Court.~~ascribed to them in the Plan):

•

payment in full of Administrative and Priority Tax Claims;

•

execution of a New Term Loan in the aggregate principal amount of $825 million (subject to reduction by the Cash Adjustment on a dollar for dollar basis);

•

entry into an asset-based Exit Facility with a commitment size of $135 million;

•

issuance of New Common Equity;

•

distribution to Holders of Term Loan Claims and Swap Agreements Claims their pro rata share of (i) Excess Cash, (ii) the New Term Loan; and (iii) 100% of pro forma equity in the Reorganized Debtors, subject to dilution by the Management Incentive Plan;

•

establishment of a General Unsecured Recovery Cash Pool, to be funded with $39.75 million in accordance with the Plan and held in trust for distributions to Holders of Allowed General Unsecured Claims against the Company and Debtor TechniSand Inc.;

•

implementation of Restructuring Transactions to effectuate a corporate reorganization that will align and consolidate certain of the Debtors’ businesses and related assets and liabilities; and

•

cancellation of existing Covia Interests.

Capital Structure

There were 158,195,156 shares of the Company’s common stock outstanding as of November 6, 2020. On the Effective Date, the Company’s common and preferred stock will be cancelled and holders thereof will not receive a distribution on account of their equity interests. Under the Plan, the Reorganized Company’s new organizational documents will become effective on the Effective Date. The Reorganized Company’s new organizational documents will authorize the Reorganized Company to issue Class A common units and Class B common units (collectively, the “common units”).

The common units of the Reorganized Company issued pursuant to the Plan will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), or any similar federal, state, or local law in reliance upon section 1145 of the Bankruptcy Code and Section 4(a)(2) of the Securities Act and Regulation D thereunder.

Certain Information Regarding Assets and Liabilities of the Company

In the Debtors’ most recent monthly operating report filed with the Bankruptcy Court on November 30, 2020, the Debtors reported total assets of approximately $2.0 billion and total liabilities of approximately $2.4 billion as of October 31, 2020. This financial information has not been audited or reviewed by the Company’s independent registered public accounting firm and may be subject to future reconciliation or adjustments. This information should not be viewed as indicative of future results.

Item 7.01.Regulation FD Disclosure.

On December 14, 2020, the Company issued a press release regarding the foregoing, a copy of which is furnished herewith.

Cautionary Note Regarding the Company’s Common Stock

The Company cautions that trading in the Company’s ~~common~~securities ~~stock~~ during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. On ~~Trading prices for~~ the ~~Company’s~~Effective ~~common stock may bear little or no relationship to the actual recovery~~Date, ~~if any, by holders of~~ the Company’s common stock inwill ~~the~~be ~~Chapter~~cancelled, 11and ~~Cases. The Company expects that~~ holders ofthereof ~~the~~will ~~Company’s~~not ~~common~~receive ~~stock~~any ~~could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases~~recovery.

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

~~This~~(d)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

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.

Exhibit No.	Description
2.1	Order (I) Confirming the Modified First Amended Joint Chapter 11 Plan of Reorganization of Covia Holdings Corporation and its Debtor Affiliates and (II) Granting Related Relief.
99.1	Press release.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.3

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: September 28, 2020	COVIA HOLDINGS CORPORATION
Date: December 15, 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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