KOPPERS HOLDINGS INC. (NYSE:KOP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On January25, 2017, Koppers Holdings Inc., Koppers Inc., a
wholly-owned subsidiary of Koppers Holdings Inc., and certain of
the subsidiaries of Koppers Inc. named therein (collectively with
Koppers Holdings Inc., the Guarantors) and Wells Fargo Bank,
National Association, as trustee (the Trustee), entered into an
Indenture, dated as of January25, 2017 (the Indenture), to which
Koppers Inc. issued $500.0 million aggregate principal amount of
6.00% Senior Notes due 2025 (the 2025 Notes). The 2025 Notes will
mature on February15, 2025, and interest is payable on the 2025
Notes on February15 and August15 of each year, commencing
August15, 2017. Koppers Inc.s obligations with respect to the
2025 Notes are guaranteed by the Guarantors.

The 2025 Notes are Koppers Inc.s unsecured senior obligations.
The 2025 Notes rank equally with all of Koppers Inc.s senior
unsecured indebtedness and rank senior to all of Koppers Inc.s
subordinated indebtedness. The 2025Notes are effectively
subordinated to Koppers Inc.s secured indebtedness, including
indebtedness under Koppers Inc.s revolving credit facility, and
are structurally subordinated to the liabilities (including trade
payables) of its non-guarantor subsidiaries. Each Guarantors
guarantee of the 2025 Notes is its unsecured senior obligation.
Each Guarantors guarantee ranks equally with all of such
Guarantors senior indebtedness and ranks senior in right of
payment to all of its subordinated indebtedness. The guarantee of
each Guarantor is effectively subordinated to all of its secured
obligations, including its guarantee of Koppers Inc.s revolving
credit facility.

At any time prior to February15, 2020, Koppers Inc. may, at its
option, redeem up to 35% of the aggregate principal amount of the
2025 Notes with the net proceeds from certain equity offerings at
the redemption price set forth in the Indenture, subject to
certain conditions. Koppers Inc. may redeem some or all of the
2025 Notes prior to February15, 2020 at a redemption price equal
to 50% of the principal amount of the 2025 Notes redeemed plus an
applicable premium, as defined in the Indenture, as of, and
accrued and unpaid interest, if any, to, the date of redemption.
On and after February15, 2020, Koppers Inc. may redeem some or
all of the 2025 Notes at the redemption prices set forth in the
Indenture. If Koppers Inc. experiences specific kinds of changes
in control, holders of the 2025 Notes will have the right to
require Koppers Inc. to repurchase their 2025 Notes at a
repurchase price equal to 101% of their principal amount, plus
accrued and unpaid interest, if any, to the date of repurchase.

The Indenture limits the ability of Koppers Inc. and its
Restricted Subsidiaries (as defined in the Indenture) to, among
other things, (i)incur more debt; (ii)pay dividends and make
distributions or repurchase stock; (iii)make investments;
(iv)prepay, redeem or repurchase certain subordinated debt;
(v)create certain liens; (vi)sell assets; (vii)enter into
restrictions affecting the ability of restricted subsidiaries to
make distributions, loans or advances to Koppers Inc.;
(viii)engage in transactions with affiliates; and (ix)merge or
consolidate or transfer and sell assets. These covenants are
subject to important qualifications and exceptions described in
the Indenture. The Indenture also provides that certain covenants
will be suspended if the 2025 Notes receive an investment grade
rating from both Moodys and Standard and Poors.

The Indenture provides for customary events of default, including
(i)failure to make the payment of any interest on the 2025 Notes
when the same becomes due and payable, with such failure
continuing for 30 days; (ii)failure to make the payment of any
principal or premium, if any, on any of the 2025 Notes when the
same becomes due and payable; (iii)failure to comply with certain
covenants or agreements in the 2025 Notes, the Indenture or
related documents (subject to applicable time periods provided
for compliance or cure); (iv)a default by Koppers Inc. or any
Restricted Subsidiary under their respective debt obligations
that results in acceleration of the maturity of such debt, or
failure to pay any such debt at maturity, in an aggregate amount
greater than $35.0 million; (v)the rendering of any final
judgment or judgments against Koppers Inc. or any Restricted
Subsidiary for the payment of money in an aggregate amount in
excess of $35.0 million, to the extent not paid or covered by
insurance, that is not waived, satisfied, stayed or discharged
for any period of 60 consecutive days after the right to appeal
has expired; (vi)certain events involving bankruptcy, insolvency
or reorganization of Koppers Inc. or certain of its subsidiaries;
and (vii)the guarantee by Koppers Holdings Inc. or any subsidiary
guarantor that is a Significant Subsidiary of the 2025 Notes is
held in a judicial proceeding to be unenforceable or invalid or
ceases for any reason (other than in accordance with the
provisions of the Indenture) to be in full force and effect. If
an

event of default (other than certain bankruptcy or insolvency
matters) occurs and is continuing, the Trustee or the registered
holders of not less than 25% in aggregate principal amount of the
2025 Notes then outstanding may declare to be immediately due and
payable the principal amount of all the 2025 Notes then
outstanding, plus accrued but unpaid interest. In case an event
of default relating to certain bankruptcy or insolvency matters
occurs, such amount with respect to all the 2025 Notes shall be
due and payable immediately without any declaration or other act
on the part of the Trustee or the holders of the 2025 Notes.

The Indenture is filed as Exhibit 4.1 to this Current Report on
Form 8-K, and this description of the material terms of the
Indenture is qualified in its entirety by reference to such
exhibit, which is incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of the
Registrant.

The information set forth under Item1.01 above is incorporated
herein by reference.

Item8.01 Other Events.

On January25, 2017, Koppers Inc. accepted for purchase an
aggregate of $292,427,000 aggregate principal amount of its
7.875% Senior Notes due 2019 (the 2019 Notes) in an initial
settlement to the terms of its previously announced tender offer
(the Tender Offer). The Tender Offer will expire at 11:59 p.m.,
New York City time, on February2, 2017, unless extended. The
terms and conditions of the Tender Offer are described in an
Offer to Purchase and Consent Solicitation Statement, dated
January5, 2017 (the Offer to Purchase), and a related Consent and
Letter of Transmittal, which have been sent to holders of 2019
Notes. Koppers Inc.s obligations to accept any 2019 Notes
tendered and to pay the applicable consideration for them are set
forth solely in the Offer to Purchase and the related Consent and
Letter of Transmittal. This Current Report on Form 8-K is not an
offer to purchase, a solicitation of an offer to sell or a
solicitation of consents with respect to any securities. The
Tender Offer is made only by, and to the terms of, the Offer to
Purchase and the related Consent and Letter of Transmittal, and
the information in this Current Report on Form 8-K is qualified
by reference thereto. Koppers Inc. is not making any
recommendation in connection with the Tender Offer.

On January25, 2017, Koppers Inc. also called for redemption all
2019 Notes that remain outstanding following completion of the
Tender Offer. The redemption date for the 2019 Notes is
February24, 2017. to the terms of the indenture governing the
2019 Notes, holders of 2019 Notes will receive a redemption price
of 101.313% of the principal amount of the redeemed 2019 Notes,
plus accrued and unpaid interest up to, but not including, the
redemption date. The information contained in this Current Report
on Form 8-K shall not constitute a notice of redemption of the
2019 Notes. The redemption is being made only by, and to the
terms of, a formal notice of redemption, dated January25, 2017,
which has been delivered to the holders of 2019 Notes.

On January25, 2017, Koppers Holdings Inc. issued a press release
announcing the completion of the offering of 2025 Notes offered
by its wholly-owned subsidiary, Koppers Inc., the initial
settlement of the Tender Offer and the issuance of a notice of
redemption of the 2019 Notes.

A copy of the press release is attached to this Current Report on
Form 8-K and is incorporated by reference into this Item8.01.

Item9.01 Financial Statements and Exhibits.

About KOPPERS HOLDINGS INC. (NYSE:KOP)

Koppers Holdings Inc. is an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds. The Company operates through three business segments: Railroad and Utility Products and Services (RUPS), Carbon Materials and Chemicals (CMC) and Performance Chemicals (PC). The Railroad and Utility Products and Services segment sells treated and untreated wood products, rail joint bars and services primarily to the railroad industry and treated wood products to the utility industry. Its utility products include transmission and distribution poles and pilings. The Carbon Materials and Chemicals segment is primarily a manufacturer of creosote, carbon pitch, naphthalene, phthalic anhydride and carbon black feedstock. The Performance Chemicals segment develops, manufactures, and markets wood preservation chemicals and wood treatment technologies and services a range of markets including infrastructure, residential and commercial construction and agriculture.

KOPPERS HOLDINGS INC. (NYSE:KOP) Recent Trading Information

KOPPERS HOLDINGS INC. (NYSE:KOP) closed its last trading session down -0.20 at 42.35 with 217,779 shares trading hands.