Ingevity Corp Enters New Agreement, Terminates Another

TL;DR

Ingevity signed a new deal and ditched an old one on July 1st. Big moves happening.

AI Summary

On July 1, 2024, Ingevity Corporation entered into a material definitive agreement and terminated another. The company also made a Regulation FD disclosure and filed financial statements and exhibits. Specific details regarding the nature of these agreements and disclosures were not provided in the excerpt.

Why It Matters

This filing indicates significant changes in Ingevity's contractual relationships, which could impact its operations, financial performance, and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements were entered into and terminated, suggesting significant business changes that could carry inherent risks.

Key Players & Entities

• Ingevity Corporation (company) — Registrant
• July 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock ($0.01 par value) NGVT New York Stock Exchange
• $50,000,000 — ent to Georgia-Pacific in the amount of $50,000,000 on July 1, 2024 (the "First Installment
• $50,000,000 b — ent to Georgia-Pacific in the amount of $50,000,000 by October 15, 2024 (the "Second Installm

Filing Documents

• ngvt-20240701.htm (8-K) — 38KB
• ex101gptermination.htm (EX-10.1) — 85KB
• ngvt-20240701_g1.jpg (GRAPHIC) — 143KB
• 0001653477-24-000073.txt ( ) — 555KB
• ngvt-20240701.xsd (EX-101.SCH) — 2KB
• ngvt-20240701_lab.xml (EX-101.LAB) — 21KB
• ngvt-20240701_pre.xml (EX-101.PRE) — 12KB
• ngvt-20240701_htm.xml (XML) — 3KB

01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. The disclosures set forth below under Item 1.02 of this Current Report on Form 8-K are incorporated by reference herein.

02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. Ingevity Corporation ("Ingevity" or the "Company") previously entered into that certain Crude Tall Oil Supply Agreement, dated as of March 8, 2018, by and between the Company and GP Pine Chemicals, LLC, a Delaware limited liability company ("Georgia-Pacific"), as amended by that Amendment to the Crude Tall Oil Supply Agreement, dated as of May 1, 2020, and that Second Amendment to the Crude Tall Oil Supply Agreement, dated as of March 1, 2023 (collectively, the "CTO Supply Agreement"), pursuant to which the Company was obligated to purchase and receive crude tall oil produced by certain Georgia-Pacific facilities. On July 1, 2024, the Company and Georgia Pacific entered into a termination agreement and release (the "Termination Agreement"), to terminate the CTO Supply Agreement. Pursuant to the Termination Agreement, as consideration for the termination of the CTO Supply Agreement, the Company made a cash payment to Georgia-Pacific in the amount of $50,000,000 on July 1, 2024 (the "First Installment") and agreed to make an additional cash payment to Georgia-Pacific in the amount of $50,000,000 by October 15, 2024 (the "Second Installment"). In addition, the Company agreed to purchase additional crude tall oil from Georgia-Pacific in July 2024, to the extent that the Company's purchase of crude tall oil from Georgia-Pacific in June 2024 did not meet certain volume thresholds in June (the "June Purchase Obligations"). Upon the Company's payment of the First Installment and the mutual execution of a related transition agreement, all obligations of the Company and Georgia-Pacific under the CTO Supply Agreement were suspended as of July 1, 2024 (the "Suspension Date"), other than the June Purchase Obligations and any outstanding payment obligations owned by the Company to Georgia-Pacific for products supplied to the Company prior the Suspension Date. Upon the receipt by Georgia-Pacific of (i) all amounts

01. REGULATION FD DISCLOSURE

ITEM 7.01. REGULATION FD DISCLOSURE. Ingevity's management has been evaluating additional significant steps that could be taken in 2024 to restructure its Performance Chemicals business segment to focus it on attractive specialty chemicals markets. The termination of the CTO Supply Agreement provides additional flexibility in this regard. The Company expects to update its investors with additional information about these matters as decisions are made. The information in this Item 7.01 is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forwardlooking 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," "guidance," "believes," "anticipates" or similar expressions. Forwardlooking statements may include, without limitation, anticipated timing, charges and costs of any current or future repositioning of our Performance Chemicals segment, including the closure of our DeRidder, Louisiana plant; the potential benefits of any acquisition or investment transaction, expected financial positions, guidance, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and costreduction initiatives, plans and objectives; litigation related strategies and outcomes; and markets for securities. Actual results could differ materially from the views expressed. Factors that could cause actual results to materially differ from those contained in the forwardlooking statements, or that could cause other forwardlooking statements to prove incorrect, include, without limitation, charges, costs or actions, including adverse legal or regulatory actions, resulting from, or in connection with, the current or future repositioning of our Performance Chemicals segment, including the closure of our DeRidder, Louisiana plant; losses due to resale of crude tall oil at less than we paid for it; adverse effects from general global economic, geopolitical and financial conditions beyond our control, including inflation and the RussiaUkraine war and IsraelGaza war; risks related to our international sales and operations; adverse conditions in the automotive market; competition from substitute products,

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. Exhibit No. Description of Exhibit 10.1 Confidential Termination Agreement and Release, dated as of July 1, 2024, by and between GP Pine Chemicals, LLC and Ingevity Corporation* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Certain exhibits and schedules to such agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

SIGNATURES

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 (Registrant) By: /S/ MARY DEAN HALL Mary Dean Hall Executive Vice President and Chief Financial Officer Date: July 8, 2024