Ingevity Corp (Form: 8-K, Received: 03/08/2018 09:02:11)

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

Date of Report (Date of earliest event reported): March 8, 2018

__________________________________________________________________________

INGEVITY CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	001-37586	47-4027764
(State of other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

5255 Virginia Avenue
North Charleston, South Carolina 29406
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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 o

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Background

On March 8, 2018, Ingevity Corporation (the “Company”) completed the previously announced acquisition (the “Closing”) of substantially all the assets primarily used in the pine chemicals business (the “Pine Chemicals Business”) of Georgia-Pacific Chemicals LLC (the “Seller”), Georgia-Pacific LLC (“Seller Parent” and together with Seller, “GP”), including assets and facilities related to tall oil fractionation operations and the production or modification of tall oil fatty acids, tall oil rosins, rosin derivatives and formulated products (the “Acquisition”).

The purchase price for the Acquisition was $310 million, subject to a customary adjustment to reflect normalized working capital for the Pine Chemicals Business. In addition to the purchase price, at the closing of the Acquisition, the Company assumed certain liabilities related to the Pine Chemicals Business. The Company financed the acquisition and related expenses with cash on hand, including the net proceeds from its senior unsecured notes issued earlier this year. The Company intends to file any financial statements that may be required by Item 9.01(a) of Form 8-K with respect to the Acquisition within 71 calendar days after the date that this Form 8-K was required to be filed pursuant to Item 9.01(a)(4) of Form 8-K.

First Amendment to Asset Purchase Agreement

On March 8, 2018, the Company, GP and Ingevity Arkansas, LLC, a wholly-owned subsidiary of the Company (the “Buyer”), entered into a First Amendment (the “Amendment”) to the Asset Purchase Agreement, dated as of August 22, 2017, by and among the Company, GP and Buyer to, among other things, reduce the purchase price thereunder by $5 million, designate a date for the Closing and provide for GP’s retention of certain storeroom inventory.

The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Crude Tall Oil Supply Agreement

In connection with the Closing, Ingevity entered into a long-term crude tall oil supply agreement (the “Supply Agreement”) with Seller Parent, whereby Ingevity has agreed to purchase the lesser of 125,000 tons of crude tall oil (“CTO”) and the aggregate output of CTO produced and originating at certain of Seller Parent’s paper mills. Pricing for the CTO will be based on a market-based price, subject to ongoing adjustment to reflect changes in prevailing market prices.

The initial term of the Supply Agreement shall begin on March 8, 2018 and end on March 8, 2038 (the “Initial Term”), provided that (i) either party can terminate effective as of the end of the Initial Term by providing written notice of termination prior to December 31, 2035 and (ii) if Seller Parent provides less than 2,000,000 tons of CTO in the aggregate during the Initial Term, then, at the Company’s option, the Initial Term may be extended until Seller Parent provides 2,000,000 tons of CTO in the aggregate, but in no event shall such extension exceed five (5) years. Following the Initial Term, the Supply Agreement will continue to be effective until either party provides a three year prior written notice of termination or until the Supply Agreement is terminated in accordance with its terms. In addition, either party may terminate the Supply Agreement immediately upon the other party’s bankruptcy, liquidation or insolvency or upon a breach of any material provision of the agreement if, after thirty (30) days’ notice of such breach is given, such breach is not cured.

The foregoing summary of the Supply Agreement is qualified in its entirety by reference to the Supply Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Background” is incorporated herein by reference.

ITEM 7.01. REGULATION FD DISCLOSURE.

On March 8, 2018, the Company issued a press release regarding the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The following exhibits are furnished as part of this Report on Form 8-K:



Exhibit No.	Description of Exhibit
2.1	Asset Purchase Agreement among Ingevity Corporation, Ingevity Arkansas, LLC, Georgia-Pacific Chemicals LLC and Georgia-Pacific LLC, dated as of August 22, 2017 (incorporated by reference from Ingevity Corporation’s Current Report on Form 8-K filed on August 22, 2017).
2.2	First Amendment to Asset Purchase Agreement among Ingevity Corporation, Ingevity Arkansas, LLC, Georgia-Pacific Chemicals LLC and Georgia-Pacific LLC, dated as of August 22, 2017.
10.1	Crude Tall Oil Supply Agreement between Ingevity Corporation and Georgia-Pacific LLC, dated as of March 8, 2018.
99.1	Ingevity Corporation Press Release dated as of March 8, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



INGEVITY CORPORATION
(Registrant)

By:	/S/ JOHN C. FORTSON
	John C. Fortson
	Executive Vice President, Chief Financial Officer and Treasurer

Date: March 8, 2018

Exhibit 2.2

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is made as of March 8, 2018 (this “ First Amendment ”) between Georgia-Pacific Chemicals LLC, a Delaware limited liability company (the “ Seller ”), Georgia-Pacific LLC, a Delaware limited liability company (“ Seller Parent ”), Ingevity Arkansas, LLC, a Delaware limited liability company (the “ Buyer ”) and, Ingevity Corporation, a Delaware corporation (“ Buyer Parent ”).

WITNESSETH

WHEREAS, reference is made to that certain Asset Purchase Agreement (the “ Agreement ”), dated as of August 22, 2017, by and among the Seller, Seller Parent, the Buyer, and Buyer Parent (solely for the purposes of Section 10.18 of the Agreement);

WHEREAS, the parties hereto have mutually agreed that an adjustment to the Closing Purchase Price is appropriate on account of how metering and consumption of natural gas at the Crossett Facilities were reflected on the financial statements of the Business prior to the execution and delivery of the Agreement, including without limitation the Financial Statements; and

WHEREAS, the parties hereto desire to modify and amend certain terms of the Agreement, as more particularly set forth herein;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

1. Definition of Terms . All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

2. Modification of Net Working Capital Definition . The definition of “Net Working Capital” in Section 1.1 of the Agreement is hereby amended and restated to read as follows:

“ Net Working Capital ” means Current Assets minus Current Liabilities, and shall, for the avoidance of doubt, not include any amount in respect of the Shared Inventory.

3. Modification of Transferred Assets . Section 2.1(m) of the Agreement is hereby amended and restated to read as follows:

(m) all of the storeroom inventory (including parts and spare parts) exclusively related to the Business at the Crossett Facilities; and

4. Modification of Excluded Assets . Section 2.2(n) and Section 2.2(o) of the Agreement are hereby amended and restated as follows:

(n) the assets listed on Schedule 2.2(n);

(o) all rights of the Seller and Seller Parent under this Agreement and the Ancillary Agreements; and

Section 2.2 of the Agreement is hereby amended to add a new Section 2.2(p) as follows:

(p) all of the storeroom inventory (including parts and spare parts) located at the Crossett Facilities that is shared between the Business and the Other Businesses (the “ Shared Inventory ”).

5. Modification of Closing Purchase Price . Section 2.6 of the Agreement is hereby amended and restated to read as follows:

In full consideration for the sale, assignment, transfer, conveyance and delivery of the Transferred Assets to the Buyer, at the Closing, the Buyer shall pay, by wire transfer to a bank account designated in writing by Seller Parent to the Buyer at least two (2) Business Days prior to the Closing Date in immediately available funds, an amount equal to (a) $310,000,000, plus (b) the Estimated Net Working Capital Surplus, if any, minus (c) the Estimated Net Working Capital Deficit, if any (the “ Closing Purchase Price ”). In addition to the foregoing

payment, the Buyer shall assume and pay, perform or otherwise satisfy the Assumed Liabilities in accordance with this Agreement. The Closing Purchase Price shall be subject to adjustment as provided in Section 2.11 .

6. Modification of Closing Date . Section 2.8 of the Agreement is hereby amended and restated to read as follows:

Subject to the terms and conditions of this Agreement (including without limitation Section 5.20 ), the sale and purchase of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “ Closing ”) to be held at the offices of King & Spalding LLP, 1180 Peachtree Street, Atlanta, Georgia, 30309, at 10:00 A.M. local time on March 8, 2018 or at such other place or at such other time or on such other date as the Seller and the Buyer mutually may agree in writing. The day on which the Closing takes place is referred to as the “ Closing Date ”.

7. Interpretation . This First Amendment and all disputes or controversies arising out of or relating to this First Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

8. Submission to Jurisdiction .

(a) Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this First Amendment or for recognition and enforcement of any judgment in respect hereof brought by the other party or its successors or assigns may be brought and determined in any Delaware State or federal court sitting in the City of Wilmington, New Castle County, Delaware (or, if such court lacks subject matter jurisdiction, in any appropriate Delaware State or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this First Amendment (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each of the parties further agrees to accept service of process in any manner permitted by such courts. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this First Amendment, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by law, that (x) the suit, action or proceeding in any such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this First Amendment, or the subject matter hereof, may not be enforced in or by such courts.

(b) To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this First Amendment and (ii) submits to the personal jurisdiction of the forum set forth in Section 8(a) of this First Amendment. Each of the parties hereto consents to process being served by any party in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 10.4 of the Agreement.

9. Waiver of Future Claims. The Buyer and Buyer Parent, on behalf of themselves and each other Buyer Indemnified Party, hereby irrevocably and forever, fully and finally, waive and release any claim, demand, action or cause of action of any kind or nature whatsoever, whether known or unknown, contingent or absolute, and acknowledge and agree that no amount shall be payable by Seller, Seller Parent or any of their Affiliates in respect thereof, whether pursuant to Section 8.2 of the Agreement or otherwise, in each case arising out of, relating to, or otherwise in any way in respect of how metering, consumption, and allocation of natural gas and steam at the Crossett Facilities were reflected on the financial statements of the Business prior to the execution and delivery of the Agreement, including without limitation the Financial Statements.

10. Assignment; Successors . This First Amendment and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this First Amendment nor any of the rights, interests or obligations hereunder shall be assigned, directly or indirectly, including by operation of law, by any party hereto without the prior written consent of the other party; provided , however , that the Seller and Seller Parent may, without the consent of the Buyer, and Buyer may, without the consent of the Seller and Seller Parent, assign their respective rights, interests or obligations hereunder, including by operation of law, to any of their Affiliates but the Seller, Seller Parent or the Buyer (as applicable) shall not be relieved of any of its obligations or liabilities under this First Amendment.

11. Severability . Whenever possible, each provision or portion of any provision of this First Amendment shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of

this First Amendment is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this First Amendment shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

12. Waiver of Jury Trial . EACH OF THE PARTIES TO THIS FIRST AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS FIRST AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13. Counterparts . This First Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

14. Electronic Signature . Delivery of an executed counterpart of a signature page to this First Amendment by facsimile or e-mail transmission shall be as effective as delivery of a manually executed counterpart of the First Amendment.

15. No Presumption Against Drafting Party . Each of the Buyer and the Seller acknowledges that each party to this First Amendment has been represented by counsel in connection with this First Amendment. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this First Amendment against the drafting party has no application and is expressly waived.

16. No Other Amendments . Except as and to the extent expressly modified by this Amendment, the Asset Purchase Agreement is not otherwise being amended, modified or supplemented and shall remain in full force and effect in accordance with its terms.

[ The remainder of this page is intentionally left blank .]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

SELLER:

GEORGIA-PACIFIC CHEMICALS LLC

By: /s/ David G. Park

Name: David G. Park

Title: Vice President - Business Development

SELLER PARENT:

GEORGIA-PACIFIC LLC

By: /s/ David G. Park

Name: David G. Park

Title: Vice President - Business Development

BUYER PARENT:

INGEVITY CORPORATION

By: /s/ Ed Woodcock

Name: Ed Woodcock

Title: Executive Vice President

& President, Performance Materials

BUYER:

INGEVITY ARKANSAS, LLC

By: /s/ Ed Woodcock

Name: Ed Woodcock

Title: Executive Vice President

& President, Performance Materials

[Signature Page to First Amendment to Asset Purchase Agreement]

Exhibit 10.1

CRUDE TALL OIL SUPPLY AGREEMENT

THIS CRUDE TALL OIL SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2018, by and between Georgia-Pacific LLC, a Delaware limited liability company (“Seller”), on behalf itself and on behalf of its direct and indirect subsidiaries, and Ingevity Corporation, a Delaware corporation (“Buyer”).

WHEREAS, Seller produces crude tall oil (as further described on Exhibit A, “CTO”) at certain of its mills derived from Black Liquor Soap Skimmings (“BLSS”) produced and originating at the Mills (as defined in Section 1(A));

WHEREAS, Seller and Buyer have negotiated the terms set forth herein on an arm’s length basis to reflect market terms for the purchase and sale of CTO;

WHEREAS, Seller has a commercial interest in ensuring a long-term purchase agreement for the production of its CTO and Buyer has a commercial interest in maintaining consistent and long-term supply of CTO; and

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase, Seller’s production of CTO based on the percentage output of such production at such mills as set forth on Exhibit A.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, and other good and valuable considerations, the receipt of which are hereby acknowledged, and subject to terms, provisions and conditions set forth herein, the parties hereto agree as follows:


1.	PURCHASE AND SALE

Seller agrees to sell to Buyer, and Buyer agrees to purchase and receive from Seller, except as otherwise set forth herein, CTO produced and originating at the Mills, upon the terms and conditions set forth herein:


A.	Mill Location : Seller’s mills as set forth on Exhibit A (each, a “Mill and collectively, the “Mills”).

Quality : CTO sold and delivered hereunder are not guaranteed to meet any specific load-to-load quality specification but shall meet or (i) exceed the minimum weighted quarterly average (“WQA”) specifications included in Exhibit A, and (ii) be less than the maximum WQA specifications included in Exhibit A (collectively, the “Specifications” and each a “Specification”). Seller may provide Buyer with a written certificate of analysis (“C of A”) at the time of delivery to Buyer setting forth the actual value of each Specification for (i) each load of CTO or (ii) each delivery day, with such frequency to be mutually agreed to by the Mill and Buyer. Buyer shall calculate the WQA for each Specification using the values set forth in the C of A to the extent Seller provides Buyer with a C of A at the frequency mutually agreed to by Buyer and the applicable Mill. If Seller fails to provide a C of A at the frequency agreed to by Buyer and the applicable Mill, then Buyer shall calculate the WQA in accordance with Exhibit A and report it in writing to Seller by the fifteenth (15 ^th ) day following the end of each calendar quarter; provided, however, that, for purposes of timely monitoring the quality of CTO delivered hereunder, if requested in writing by any Mill, Buyer shall provide Seller with a monthly written report on the quality of CTO delivered from such Mill during each month. Buyer and Seller will each use its commercially reasonable efforts to work together to promptly identify any production issues or atypical trends which may lead to a WQA which does not meet the Specifications, and Seller will use commercially reasonable efforts to correct such identified production issues or atypical trends. For clarity, loads of Below Standard Products (as defined below) with one or more Negative Impacts (as defined below) shall be excluded from calculations of WQA Specifications hereunder.

Seller will provide Buyer with at least thirty (30) days prior written notice if any Mill will use (i) phosphorus-derived additives or (ii) anthraquinone, in each case in the pulping process that produces BLSS for CTO to be sold to Buyer hereunder (such notice, a “Process Change Notice”). Seller shall not provide CTO to Buyer from any Mill which utilizes any co-products derived from any sulfite pulping mill which may result in contaminated CTO.

i. Quality parameters are set on an individual Mill basis. References below to “Moisture Content,” “Acid Number,” “Hexane Insolubles,” and “Soap Number,” are references to such terms associated with various Specifications as further described in Exhibit A. If at the end of a calendar quarter, the WQA of CTO quality

of any particular Mill does not meet or (a) exceed the minimum Specification, or (b) be less than the maximum Specification (as applicable “Below Standard Product”), then Seller will provide a credit to Buyer on the next applicable invoice (or, if the Agreement has been terminated, reimburse Buyer) as follows:

1. Acid Number of CTO . Seller will provide a credit for the tons of Below Standard Products sold to Buyer during such calendar quarter based on the amount that the Mill-specific WQA is below the applicable Acid Number minimum Specification. The following calculation will apply: (Mill WQA Acid Number - Mill Acid Number Specification) divided by the Mill Acid Number Specification multiplied by the then-current CTO purchase price, multiplied by the tons delivered during the calendar quarter from the Mill = allowed $ credit. For example, if a Mill sells 1,000 tons of CTO at a hypothetical purchase price of $10 per ton with a WQA Acid Number of 160 and a Mill Acid Number Specification of 165, the credit would be: ((165-160)/165)* $10 * 1,000 tons = $303.03.

2. Moisture Content . Seller will provide a credit for excess moisture included with CTO sold to Buyer during such calendar quarter as follows: The credit shall be based on the amount that the WQA is above the Specification maximum limit for each specific Mill. For example, if a specific Mill sells 1,000 tons that had a CTO Moisture Content WQA of thirteen percent (13%) and a moisture Specification of two percent (2%), then Seller will provide a Below Standard Product credit equal to (13% - 2%) * 1000 = 110 tons multiplied by the then-current purchase price of CTO as described in Exhibits C and E hereto.

3. Hexane Insolubles . Seller will provide a credit equal to eight percent (8%) of the purchase price for the tons of Below Standard Product sold to Buyer during such calendar quarter by the specific Mill if the WQA of Hexane Insolubles exceeds the Specification for such Mill.

4. Soap Number of CTO . Seller will provide a credit equal to eight percent (8%) of the purchase price for the tons of Below Standard Product sold to Buyer during such calendar quarter by the specific Mill if the WQA of the Soap Number exceeds the Specification for that Mill.

ii. If Seller provides a C of A, then Buyer has the right to do its own testing to validate Seller’s testing accuracy. If Seller does not provide a C of A, Seller has the right to do its own testing on any retained samples or on samples which may be provided by Buyer at Seller’s reasonable request; provided that no request for samples on CTO delivered in any calendar quarter more than thirty (30) days following the end of such calendar quarter. In the event of a discrepancy, a mutually acceptable third-party laboratory will be used to settle the discrepancy. Each party agrees to: (a) accept the values provided by the third party laboratory and (b) pay half of such laboratory’s costs. Seller shall retain all samples for a period of thirty (30) days beyond the end of the calendar quarter in which the related CTO loads are delivered.

iii. Buyer shall take all Below Standard Products from the Mills. In the event that Seller provides an individual load or loads of Below Standard Products with one or more Negative Impacts (as defined below), Buyer may at its option process in good faith such loads of Below Standard Products with one or more Negative Impacts and the Specifications shall be used in the WQA calculation and will be subject to the remedies for Below Standard Products in accordance with the terms set forth herein. If Buyer decides not to process such load or loads of Below Standard Products with one or more Negative Impacts, Seller in its discretion shall then do one of the following: (a) take back such load(s) with Seller reimbursing Buyer for its reasonable freight costs and third party demurrage charges actually incurred; (b) instruct Buyer to dispose of such loads with Seller reimbursing Buyer for its actual and reasonable costs incurred for such disposal; or (c) if Buyer provides in writing the actual and reasonable costs it would incur to accept and process such load(s), then Seller may, in its sole discretion, agree to cover such costs and then allow Buyer to proceed with processing such load(s). In the event Seller elects in its sole discretion to pursue either of the foregoing options (a) or (b), Buyer shall have no responsibility for payment to Seller for such load(s). For purposes of this section, a “Negative Impact” refers to (a) a Below Standard Product failing to meet any Negative Impact specification as set forth on Exhibit A or (b) a Product that includes a new additive as a result of any temporary or permanent process change at Seller’s Mill or Mills, such as a pulping agent or processing third party BLSS containing a pulping agent, which would result in abnormal plugging, fouling, or buildup in Buyer’s production system so as to interfere with Buyer’s standard production process.


C.	Quantity : Seller shall be obligated to sell to Buyer, and Buyer agrees to purchase and receive from Seller, on an annual basis the lesser of (x) 125,000 tons of CTO and (y) the aggregate output of CTO produced and originating at Seller’s Mills as set forth on Exhibit A. Seller shall use its commercially reasonable efforts to

supply quantities of CTO evenly throughout each calendar quarter; provided, however, that Buyer acknowledges that Mill outputs may vary significantly within any given calendar quarter. Seller shall acidulate the entire BLSS output from the Mills except to the extent any Mill is unable to acidulate such BLSS due to a maintenance or unplanned outage of such Mill’s acidulation equipment. If such maintenance outage extends for a period of more than 14 days but such Mill otherwise continues to operate during this period, then Buyer may in consultation with Seller purchase and timely remove BLSS from such Mill at the price calculated in accordance with Exhibit B. As used in this Agreement, a “ton” shall mean 2,000 pounds.

Process Change : If (a) Seller implements an ongoing process change at a Mill different from current operations that results in ongoing Negative Impacts of more than 25% of CTO volume from such Mill in any calendar quarter or (b) Buyer receives a Process Change Notice from Seller, then Buyer shall have the right to discontinue such purchases of such Product from such Mill, and Seller shall have the right to sell such Product to a third party until such time as the Negative Impacts are no longer occurring or the conditions described in the Process Change Notice is no longer in effect, as applicable, with no liability to Buyer under this Agreement or at law or in equity in connection with such process change. To the extent Seller is producing CTO at another mill location that meets the Specifications set forth herein, Seller shall supply CTO from such other mill location to the extent additional CTO (i) is available from such mill location and (ii) is not contractually committed to be sold to a third party. For the avoidance of doubt, to the extent that Seller sells CTO from other mill locations pursuant to the immediately preceding sentence, Seller shall supply such CTO, if any, (x) first to the extent of any volumes not contractually committed to be sold to a third party and (y) then, if necessary, additional volumes that become available for sale upon expiration or termination of such third-party contracts.

Freight : Buyer is responsible for timely providing suitable and sufficient trucks, rail cars, flexi bags, iso containers or other bulk containers (collectively, the “Logistics Equipment”) to the Mills for shipments of CTO from the Mills. Seller will make commercially reasonable efforts to fully load rail cars or tank trucks to minimize total cost of transportation. If the Product volume of any tank truck or rail car used to transport such load from the applicable Mill is below ninety five percent (95%) of its working capacity, then Seller shall provide Buyer a credit equal to the transportation cost from the Mill to Buyer’s facility multiplied by the percentage of working capacity of the tank truck or rail car not utilized to transport such Product. For example, if a railcar with a working capacity of 90.0 tons is shipped containing 80.0 tons of CTO with a transportation cost of $9,000, then the credit would be $9,000*(1-(80.0/90.0)) = $1,000.


2.	TERM

This Agreement shall be effective for an initial term of twenty (20) years, beginning on the date hereof and ending on March 8, 2038 (the “Initial Term”); provided that either party can terminate effective as of the end of the Initial Term by providing written notice of termination prior to December 31, 2035; provided further that, if Seller provides less than 2,000,000 tons of CTO in the aggregate during the Initial Term, then, at Buyer’s option, the Initial Term may be extended until Seller provides 2,000,000 tons of CTO in the aggregate, but in no event shall such extension exceed five (5) years. Following the Initial Term, this Agreement will continue to be effective until either party provides a three year prior written notice of termination or until this Agreement is terminated as provided herein (together with the Initial Term, the “Term”).

Notwithstanding the foregoing, if Buyer determines to permanently shut down refineries representing a reduction in annual refining capacity of at least 200,000 tons, then (i) Buyer may terminate this Agreement upon twelve (12) months prior written notice to Seller and (ii) following receipt of Buyer’s notice of termination, Seller shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Buyer.

Seller will provide Buyer with at least thirty (30) days prior written notice of a sale or full shut down of any Mill. At Seller’s option, either (x) Seller will use its commercially reasonable efforts to require the new buyer of the Mill to continue to produce and sell CTO on the terms set forth in this Agreement or (y) Seller will supply the lost CTO volume from another mill location to the extent that additional CTO (i) is available from such mill location and (ii) is not contractually committed to be sold to a third party. For the avoidance of doubt, to the extent that Seller sells CTO from other mill locations pursuant to the immediately preceding sentence, Seller shall supply such CTO, if any, (a) first to the extent of any volumes not contractually committed to be sold to a third party and (b) then, if necessary, additional volumes that become available for sale upon expiration or termination of such third-party contracts.


3.	DEFAULT

Notwithstanding anything to the contrary contained herein, either party may terminate this Agreement, immediately, upon giving written notice to the other party, if the other party liquidates or suspends all, or a substantial portion, of its business; dissolves or terminates its existence; becomes insolvent or unable to pay its debts as they mature; or commits any act of bankruptcy or makes any arrangement, composition or assignment for the benefit or creditors and such bankruptcy or other insolvency proceedings are not discharged within sixty (60) days of the occurrence thereof, all of which events shall be considered a default hereunder. Upon termination, the non-defaulting party may seek such damages to which it may be entitled at law or in equity.

If either party defaults in the performance of any provision of this Agreement, the other party may give notice in writing of such default and, if after thirty (30) days following the giving of such notice said default has not been rectified, the other party may terminate this Agreement by providing written notice of termination; provided, however, that if Seller is the defaulting party, then such termination by Buyer shall be effective only with respect to the defaulting Mill(s).


C.	The obligations imposed on each party in Sections 1(B), 8-10, and 15-16 shall survive the termination or expiration of this Agreement.


4.	PURCHASE PRICE

Buyer shall pay Seller for CTO shipped to Buyer in any given calendar quarter at the prices calculated in accordance with Exhibit B, F.O.B. the Mills.


5.	OTHER CONSIDERATIONS

Buyer and Seller agree to work together in good faith to try to improve quality and quantity of CTO available for sale. Buyer agrees to make reasonable technical assistance available for CTO production, recovery and optimization issues. Furthermore, Buyer and Seller agree to meet (telephonically or in person) at least once during each six-month period during the Term to review mutual Mill CTO recovery efforts, projected output by Mill and Buyer’s demand to monitor volume obligations and mitigation strategies.


6.	DELIVERY


A.	If requested by Buyer, Seller will inform Buyer of its estimate of the quantity of CTO it may have available in any succeeding calendar quarter. Seller’s estimate shall not obligate Seller to provide any minimum quantity.


B.	Delivery shall be made in as nearly equal monthly quantities as practicable; provided, however, that Buyer acknowledges that Mill outputs may vary significantly within any given calendar quarter.


C.	Title and risk of loss to all CTO shall pass to Buyer at the Mill when loaded into Buyer’s Logistics Equipment, as mutually agreed upon.

Seller shall properly package and label the CTO as required, pursuant to the Hazardous Materials Transportation Regulations and OSHA Hazard Communication Standard, and shall provide Buyer with a copy of Seller’s Safety Data Sheet (SDS) with and/or prior to the first shipment of CTO hereunder. Thereafter, Seller shall provide an updated copy of the SDS to Buyer only if there are material changes to the information contained therein.

Seller shall use commercially reasonable efforts to load CTO on a timely basis into Logistics Equipment ordered into the Mills by Buyer pursuant to Section 1(E). In the event Buyer does not timely provide such Logistics Equipment to any Mill, Seller shall provide notice to Buyer of such failure (a “Logistics Failure Notice”). Buyer shall provide Seller with a written plan to provide sufficient Logistics Equipment within twenty-four (24) hours of such Logistics Failure Notice. If Buyer fails to provide such Logistics Equipment within twenty-four (24) hours of such Logistics Failure Notice, then Seller has the right to arrange for transportation and storage of such CTO from such Mill at Buyer’s expense to a storage location identified by Buyer; provided that if Buyer fails to timely notify Seller of such storage location upon Seller’s written request then Seller shall have the right to arrange, at Buyer’s expense, for transportation and storage of such CTO at a location of Seller’s choosing. If Buyer fails to provide such Logistics Equipment from such Mill or storage facility within seven (7) calendar days after such Logistics Failure Notice, then Seller has the right to transfer or sell such CTO to another party,

in which case Seller shall be released from its supply obligations hereunder only to the extent of such third-party sale subject to the Logistics Failure Notice, and Buyer shall pay any shortfall between the net price paid by such third-party and the price Seller would have received from Buyer had Buyer timely taken delivery of such CTO. Seller shall fully utilize available storage capacity at the applicable Mill before arranging for additional storage, transporting CTO off-site or selling or transferring to a third party. In addition, Seller shall cause each Mill to maintain at least the amount CTO storage capacity as set forth on Exhibit C.

Buyer and each Mill shall identify a specific individual or group of individuals (the “Tactical Team”) who shall communicate at least weekly to review production, current inventory, and logistics plans relative to loading and shipping schedules for CTO to be sold to Buyer hereunder. Such communication frequency may be changed from time to time upon mutual written agreement by the Tactical Team from Buyer and each Mill.


7.	TERMS OF PAYMENT

Seller shall invoice Buyer upon shipment of CTO, and Buyer shall pay each invoice within thirty (30) days of the invoice date.


8.	WARRANTIES

Seller represents and warrants to Buyer, that (a) the CTO shall satisfy the Specification requirements set forth in Section 1(B), (b) Seller will convey good and marketable title to the CTO free and clear of any liens and encumbrances, and (c) Seller shall manufacture the CTO in accordance with all applicable laws, rules and regulations. Seller MAKES NO OTHER WARRANTIES, OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.


9.	INDEMNIFICATION

Seller shall indemnify, hold harmless, and defend Buyer, its affiliates, and their respective officers, directors, managers, employees and agents (each an “ Indemnified Party ”), from any and all claims, judgments, damages, losses, liabilities, suits, costs and expenses (including reasonable attorney’s fees and court costs) (each a “ Claim ” and collectively “ Claims ”) based upon, caused by, arising out of or relating to (i) any breach of Seller’s representations, warranties, covenants, agreements or obligations under this Agreement or (ii) the negligence or willful misconduct of Seller, or its employees or agents.

Seller shall not be liable for, and Buyer shall indemnify, defend and hold harmless Seller and any Indemnified Party of Seller from and against any and all Claims arising out of or resulting from the handling, use, manufacture, processing, alteration, distribution, sale or marketing of the CTO, or any other action or inaction with regard to the CTO, in each case after the delivery thereof to Buyer (including, without limitation, product liability claims, intellectual property claims, and any other liability for injuries, death, losses or damages) except to the extent based upon, caused by, arising out of or relating to (a) Seller’s breach of its representations, warranties, covenants, agreements or obligations under this Agreement or (b) the negligence or willful misconduct of Seller, or its employees or agent.

In the event that any party hereunder seeks indemnification under this Section, such party shall (i) promptly inform the indemnifying party of any claim, suit or demand threatened or filed, (ii) permit the indemnifying party to assume direction and control of the defense of claims resulting therefrom, provided that the indemnifying party has agreed in writing to assume all liability with respect to such claims and the indemnifying party may not, without the prior written consent of the other party, consent to a settlement of any such claim that (a) does not include a complete release from all liability in respect of such claim or (b) grants any injunctive or equitable relief that would impact the other party, and (iii) cooperate as requested (at the expense of the indemnifying party) in the defense of such claims.


10.	LIABILITY


A.	In no event shall EITHER party be liable for any incidental, consequential, indirect or special losses or damages (including, without limitation, lost profits, lost revenues and loss of business), whether foreseeable or not, whether occasioned by any failure to perform or the breach of any representation, warranty, covenant or other obligation under this Agreement for any cause whatsoever.


B.	Notwithstanding ANYTHING HEREIN TO THE CONTRARY, Buyer’s sole and exclusive remedies for Below Standard Products and/or for breach of the warranty set forth in Section 8(a) are the procedures and provision of credits set forth in Section 1.


11.	FORCE MAJEURE

Either party shall be excused to the extent that its performance is prevented or delayed by any circumstance reasonably beyond its control, including, but not limited to, delays arising out of acts of God, war, terrorism, acts or orders of a government, agency or instrumentality thereof, embargoes, strikes or other concerted acts of workmen (whether of Seller or other persons), or any other causes, circumstances or contingencies within or without the United States of America, which are beyond such party’s reasonable control (each a “Force Majeure Event”). The affected party shall promptly notify the other party of the nature and estimated duration of the event and work to resolve such event. Notwithstanding any events operating to excuse the performance by either party, this Agreement shall continue in full force for the remainder of the Term; provided, however, the non-affected party shall have the right to terminate this Agreement if such event continues for at least sixty (60) days and, if the affected party is the Seller, then such termination shall be effective only as it relates to the Mill(s) impacted by such Force Majeure Event. During any Force Majeure Event that causes Buyer to be unable to satisfy its obligations under this Agreement to purchase and timely remove quantities CTO from any Mill, Seller may transfer or sell such quantities to another party, in which case Seller shall be released from its supply obligations hereunder to the extent of such third-party transfer or sale until such Force Majeure Event is no longer in effect.


12.	ASSIGNMENT

This Agreement may not be assigned either voluntarily or involuntarily by either party without first obtaining the written consent of the other party thereto which consent shall not be unreasonably delayed, conditioned, or withheld; provided, however, that either party may assign or otherwise transfer all of its rights and obligations under this Agreement to any entity controlling, controlled by or under common control with such party, upon prior written notice to the other party. For purposes of this Section 12, an assignment shall be deemed to include: (a) a sale of all or substantially all of the assets of a party; (b) a sale of more than fifty (50%) percent of the equity of a party or (c) a merger, consolidation or amalgamation of a party into or with any other person or entity. In each case of assignment the entity to which the Agreement is assigned shall accept all the duties and obligations of the assigning party hereunder.


13.	TAXES

Buyer shall pay all sales, use, excise and similar taxes which are required by applicable law to be paid by Buyer in connection with the sale of CTO from Seller to Buyer under this Agreement.


14.	NOTICE

Any notice which a party hereto is required to give or may desire to give in connection with this Agreement shall be in writing and shall either be (a) delivered in person, (b) sent standard overnight courier or (c) mailed, registered or certified mail, return receipt requested, postage prepaid and addressed to the attention of the party intended as the recipient at the address listed below. All such notices shall be deemed to have been received (x) upon the date of delivery, if hand delivered, sent by overnight delivery; or (y) on the third business day after deposit in a regularly maintained receptacle for the deposit of United States mail if mailed, registered or certified mail, return receipt requested, postage prepaid and addressed as specified below.



To Seller:

	Georgia-Pacific LLC
	Attn: VP-Containerboard and Cellulose Manufacturing
	133 Peachtree Street N.E.
	Atlanta, GA 30303

	Copy to:
	Georgia-Pacific LLC
	Attn: Law Department
	133 Peachtree Street N.E.
	Atlanta, GA 30303

To Buyer:

	Ingevity Corporation
	Attn: CTO Procurement Manager
	5255 Virginia Avenue
	North Charleston, SC 29406

	Copy to:
	Ingevity Corporation
	Attn: Law Department
	5255 Virginia Avenue
	North Charleston, SC 29406


15.	CONFIDENTIALITY

Any party receiving Confidential Information (as defined below) from the other party shall maintain the confidential and proprietary status of such Confidential Information, keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that is not specifically authorized by this Agreement, use commercially reasonable efforts, in each case, to prevent the disclosure of any Confidential Information to any other person or entity, and use commercially reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized herein; provided, however, that such restrictions shall not apply to any Confidential Information which is (a) independently developed by, or already in possession of, the receiving party, (b) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the receiving party, (c) to receiving party’s knowledge, received without an obligation of confidentiality from a third party having the right to disclose such information, (d) released from the restrictions of this Section 15 by the express written consent of the other party hereto, or (e) compelled to be disclosed by law or pursuant to a court order (the disclosing party shall, however, use commercially reasonable efforts to obtain confidential treatment of any such disclosure). “Confidential Information” shall mean: (x) the terms and conditions of this Agreement and (y) all information and records relating to the operation of each other’s business, including, without limitation, trade secrets, technical information, development, production, sales, marketing, pricing and financial details related to the refining of CTO. Each party shall, upon the other party’s written request, return or destroy all Confidential Information of the other party within thirty (30) days following the termination of this Agreement for any reason.


16.	GOVERNING LAW; WAIVER OF JURY TRIAL

This Agreement shall be construed under and in accordance with the laws of the state of Delaware. The parties expressly reject the applicability to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods. Any legal action arising out of or concerning a dispute, controversy or claim pursuant to, in connection with or in relation to this Agreement, shall be subject to the exclusive jurisdiction of, the U.S. District Court for Delaware, or the Circuit Court of the County of New Castle, Delaware. Each party expressly submits to the venue and jurisdiction of the foregoing courts, and further agrees that, in the event of any action or suit as to any matters of dispute among the parties,

service of process may be made upon the other parties by mailing a copy of the summons and/or complaint to such other party at the address set forth in Section 15. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


17.	WAIVER; AMENDMENT

Except as otherwise expressly provided herein, the failure or delay by either party to exercise any of its rights hereunder shall not be construed to be a waiver of any of such rights. The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by both parties. No waiver of any performance required under this Agreement shall be deemed a waiver of future compliance with all of the terms hereof.


18.	COUNTERPARTS; FACSIMILE SIGNATURE

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. A signature sent by electronic mail pdf or facsimile transmission shall be as valid and binding upon the party as an original signature of such party.


19.	ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof and there are no understandings, representations or warranties of any kind whatsoever except as expressly herein set forth. All modifications to this Agreement shall be in writing and signed by Buyer and Seller. A failure to exercise any right hereunder with respect to any breach shall not constitute a waiver of such right with respect to any subsequent breach.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.



GEORGIA-PACIFIC LLC		INGEVITY CORPORATION

By: /s/ Kevin A. Heath		By: /s/ Ed Woodcock
Name: Kevin A. Heath		Name: Ed Woodcock
Title: Senior Vice President - Sourcing		Title: Executive Vice President &
		President, Performance Materials
Date: March 8, 2018		Date: March 8, 2018

Exhibit 99.1




		Ingevity Corporation 5255 Virginia Avenue North Charleston, SC 29406 USA www.ingevity.com

News		Contact: Jack Maurer 843-746-8242 jack.maurer@ingevity.com

		Investors: Dan Gallagher 843-740-2126 daniel.gallagher@ingevity.com

Ingevity completes acquisition of Georgia-Pacific’s pine chemicals business

NORTH CHARLESTON, S.C., March 8, 2018 - Ingevity Corporation (NYSE:NGVT) today announced it has completed the acquisition of Georgia-Pacific’s pine chemicals business for a cash purchase price of $310 million. Ingevity expects to derive approximately $11 million in net synergies as a result of the acquisition, which are expected to be attained through lower logistics costs, manufacturing optimization among the combined three chemicals plants and leveraged procurement costs.

In purchasing the pine chemicals business, Ingevity has acquired the pine chemicals-related assets at Georgia-Pacific’s Crossett, Ark., plant, saleable inventory, customer lists and the book of business, as well as various patents and trade names associated with acquired product lines.

Separately, Ingevity has entered into a 20-year, market-based crude tall oil (CTO) supply contract with certain of Georgia-Pacific’s paper mill operations.

“This acquisition will provide a stronger platform from which we will accelerate the profitable growth of our Performance Chemicals segment,” said Michael Wilson, Ingevity president and CEO. “With the addition of Georgia-Pacific’s broader technologies and product platforms, we will add scale and competitiveness to this segment, and create significant value for our shareholders.”

Wilson noted that the acquisition will complement existing businesses, with limited customer overlap.

Georgia-Pacific’s pine chemicals business manufactures and sells pine-based tall oil fatty acids, tall oil rosin, and tall oil rosin esters used in adhesives, cleaners, paints and other coatings, inks, metalworking, mining, oilfield, packaging and rubber processing.

“We are excited to welcome new team members to Ingevity, and to bring the significant benefits of this acquisition to our customers,” said Mike Smith, president of Ingevity’s Performance Chemicals segment. “We anticipate the integration process to run efficiently: Our management team has a history of successfully integrating acquisitions, and experience in operating co-located manufacturing facilities. As we move through this process, we remain deeply committed to ensuring that customers continue to receive excellent products and services.”

Ingevity: Purify, Protect and Enhance

Ingevity provides specialty chemicals and high-performance carbon materials and technologies that purify, protect and enhance the world around us. Through a team of talented and experienced people, Ingevity develops, manufactures and brings to market products and processes that help customers solve complex problems. These products are used in a variety of demanding applications, including asphalt paving, oil exploration and production, agrochemicals, adhesives, lubricants, printing inks and automotive components that reduce gasoline vapor emissions. Headquartered in North Charleston, S.C., Ingevity operates from 25 locations around the world and employs approximately 1,500 people. The company is traded on the New York Stock Exchange (NYSE: NGVT). For more information, visit www.ingevity.com .

Forward-Looking Statements

This news 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, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; synergies and the potential benefits of the acquisition of Georgia-Pacific’s pine chemicals business; the anticipated timing of the closing of the acquisition; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities. Like other businesses, Ingevity 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 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; unknown or understated liabilities; general economic and financial conditions; international sales and operations; currency exchange rates and currency devaluation; compliance with U.S. and foreign regulations; attracting and retaining key personnel; conditions in the automotive market or adoption of alternative technologies; worldwide air quality standards; government infrastructure spending; declining volumes in the printing inks market; the limited supply of crude tall oil (“CTO”); lack of access to sufficient CTO; access to and pricing of raw materials; competition from producers of substitute products and new technologies; a prolonged period of low energy prices; the provision of services by third parties at several facilities; natural disasters, such as hurricanes, winter or tropical storms, earthquakes, floods, fires; other unanticipated problems such as labor difficulties including renewal of collective bargaining agreements, equipment failure or unscheduled maintenance and repair; protection of intellectual property and proprietary information; information technology security risks; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies and the chemicals industry; and lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes. 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, 2017 and our other periodic filings. Readers are cautioned not to place undue reliance on Ingevity’s projections and forward-looking statements, which speak only as the date thereof. Ingevity undertakes no obligation to publicly release any revision to the projections and forward-looking statements contained in this presentation, or to update them to reflect events or circumstances occurring after the date of this release.