8-K
Ingevity Corp (NGVT)
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
October 20, 2020
Date of Report (date of earliest event reported)
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-37586 | 47-4027764 | |
|---|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) | |
| 4920 O’Hear Avenue Suite 400 | North Charleston | South Carolina | 29405 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: 843-740-2300
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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock ($0.01 par value) | NGVT | New York Stock Exchange |
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 8.01. OTHER EVENTS
In a press release issued on October 20, 2020, Ingevity Corporation (“Ingevity”) announced the pricing of its previously announced private offering of $550 million in aggregate principal amount of senior unsecured notes due 2028. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press release issued October 20, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INGEVITY CORPORATION<br> <br>(Registrant) | ||
|---|---|---|
| By: | /S/ JOHN C. FORTSON | |
| John C. Fortson | ||
| President and Chief Executive Officer | ||
| Date: October 20, 2020 |
EX-99.1
Exhibit 99.1
|
Ingevity Corporation<br> <br>4290 O’Hear<br>Avenue<br> <br>Suite 400<br> <br>North Charleston, S.C. 29405 USA<br><br><br>www.ingevity.com |
|---|---|
| News | Contact:<br> <br>Laura Woodcock<br><br><br>843-746-8197<br><br><br>laura.woodcock@ingevity.com<br> <br><br><br><br>Investors:<br> <br>Jack Maurer<br><br><br>843-746-8242<br><br><br>investors@ingevity.com |
Ingevity prices $550 million senior notes offering
NORTH CHARLESTON, S.C., October 20, 2020—Ingevity Corporation (NYSE: NGVT) announced today the pricing of its previously announced offering of 8-year senior unsecured notes in an aggregate principal amount of $550 million. The notes will mature on November 1, 2028 and will bear an interest rate of 3.875% per annum. The offering is expected to close on October 28, 2020 subject to customary closing conditions.
If the offering is consummated, the company intends to use the proceeds of the offering for the redemption, refinancing or repayment of existing indebtedness. There can be no assurance that the issuance and sale of the notes 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 Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words “will,” “plans,” “intends,” “targets,” “expects,” “outlook,” or similar expressions. Forward-looking statements may include, without limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; and the impact of COVID-19. Actual results could differ materially from the views expressed. 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, adverse effects from the COVID-19 pandemic; adverse effects of general economic and financial conditions; risks related to international sales and operations; and the other factors detailed from time to time in the reports we file with the SEC, including those described under “Risk Factors” in our Annual Report on Form 10-K, Form 10-Q and other periodic filings. These forward-looking statements speak only as of the date of this press release. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this press release.