Ingevity Corporation announced today that it is commencing a private
offering of senior unsecured notes in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended,
subject to market and other conditions. If the offering is consummated,
the company intends to use the proceeds of the offering to finance its
planned purchase of substantially all the assets primarily used in the
pine chemicals business of Georgia-Pacific Chemicals LLC and
Georgia-Pacific LLC and for general corporate purposes. This offering is
not conditioned on the closing of the acquisition. In the event the
acquisition is delayed or is not completed, the company intends to use
the proceeds from the offering for working capital needs, capital
expenditures, other acquisitions and other general corporate purposes.
There can be no assurance that either the issuance and sale of the notes
or the acquisition will be consummated.
The notes will be offered and sold only to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A and to
certain non-U.S. persons outside the United States pursuant to
Regulation S under the Securities Act. The notes have not been
registered under the Securities Act or any state securities law and may
not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase the notes or any other securities
and does not constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
Forward-Looking Statements
This press release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking statements generally include the words “may,” “could,”
“should,” “believes,” “plans,” “intends,” “targets,” “will,” “expects,”
“suggests,” “anticipates,” “outlook,” “continues,” “forecast,”
“prospect,” “potential” or similar expressions. Forward-looking
statements may include, without limitation, the anticipated timing of
the closing of the offering or the acquisition. Like other businesses,
the company is subject to risks and uncertainties that could cause its
actual results to differ materially from its expectations or that could
cause other forward-looking statements to prove incorrect. Factors that
could cause actual results to materially differ from those contained in
the forward-looking statements, or that could cause other
forward-looking statements to prove incorrect, include, without
limitation, risks related to the satisfaction of the conditions to
closing the acquisition (including the failure to obtain necessary
regulatory approvals) in the anticipated timeframe or at all, risks that
the expected benefits from the proposed acquisition will not be realized
or will not be realized within the expected time period; the risk that
the businesses will not be integrated successfully; significant
transaction costs; and unknown or understated liabilities. These and
other important factors that could cause actual results or events to
differ materially from those expressed in forward-looking statements
that may have been made in this document are and will be more
particularly described in our filings with the U.S. Securities and
Exchange Commission, including our Form 10-K for the year ended December
31, 2016 and our other periodic filings. Readers are cautioned not to
place undue reliance on the company’s forward-looking statements, which
speak only as the date thereof. The company undertakes no obligation to
publicly release any revision to the projections and forward-looking
statements contained in this announcement, or to update them to reflect
events or circumstances occurring after the date of this announcement.
Ingevity Corporation
Laura Woodcock, 843-746-8197
laura.woodcock@ingevity.com
or
Investors:
Dan Gallagher, 843-740-2126
daniel.gallagher@ingevity.com