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

Item1.01

Following the receipt of the consent of the holders of a majority
of the outstanding principal amount of the outstanding 7.875%
Senior Notes due 2019 (the Senior Notes) of Koppers Inc., a
wholly-owned subsidiary of Koppers Holdings Inc., in a previously
announced tender offer and consent solicitation, on January19,
2017, Koppers Inc. and certain of its subsidiaries entered into a
Third Supplemental Indenture, dated as of January19, 2017 (the
Supplemental Indenture) to the Indenture, dated as of December1,
2009 (as previously supplemented, the Indenture) governing the
Senior Notes. The Supplemental Indenture amends the Indenture and
the Senior Notes to, among other things, eliminate substantially
all of the affirmative and restrictive covenants (other than,
among other covenants, the covenant to pay interest and premium,
if any, on, and principal of, the Senior Notes when due) and
certain events of default and related provisions applicable to
the Senior Notes. Except as amended by the Supplemental
Indenture, all terms and conditions set forth in the Indenture
and the Senior Notes remain in full force and effect.

Although the Supplemental Indenture was effective upon execution,
the amendments to the Indenture and the Senior Notes set forth in
the Supplemental Indenture will become operative only upon the
initial date of acceptance for purchase by Koppers Inc. of Senior
Notes validly tendered in its previously announced tender offer.
Accordingly, the terms of the Supplemental Indenture will be null
and void, and the terms of the Indenture will continue in full
force and effect without any modification by the Supplemental
Indenture, if such acceptance for purchase does not occur.

The foregoing is a summary of the material terms and conditions
of the Supplemental Indenture and is not a complete discussion of
the document. Accordingly, the foregoing is qualified in its
entirety by reference to the full text of the Supplemental
Indenture, which is filed as Exhibit 4.1 to this Current Report
on Form 8-K and hereby incorporated by reference.

The terms and conditions of Koppers Inc.s previously announced
tender offer and consent solicitation 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 Senior Notes.
Koppers Inc.s obligations to accept any Senior 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. Koppers Inc.s
previously announced tender offer and consent solicitation are
made only by, and to the terms of, the Offer to Purchase and the
related Consent and Letter of Transmittal. Koppers Inc. is not
making any recommendation in connection with its previously
announced tender offer and consent solicitation. In addition,
this Current Report on Form 8-K does not constitute a
notice of redemption of the Senior Notes under the optional
redemption provisions of the Indenture.