Blog: INGEVITY CORP : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01. Entry Into a Material Definitive Agreement




The Equity Purchase Agreement


On July 31, 2022, Ingevity Corporation, a Delaware corporation (“Ingevity”),
entered into an Equity Purchase Agreement (the “Purchase Agreement”), by and
among, Ingevity, Ozark Holdings, Inc., an Alabama corporation (“Seller”), Ozark
Materials, LLC, an Alabama limited liability company (“Ozark Materials”), and
Ozark Logistics, LLC, an Alabama limited liability company (“Ozark Logistics”
and, together with Ozark Materials, the “Companies” and, each, a “Company”),
pursuant to which, among other things, Ingevity will acquire all of the issued
and outstanding limited liability company membership interests of each Company
(the “Transaction”).

The purchase price for the Transaction is $325 million, subject to a customary
adjustment for working capital, indebtedness and transaction expenses.

Ingevity’s obligation to consummate the Transaction is subject to certain
customary conditions, including, without limitation, (i) the termination of all
applicable waiting periods (and any extensions thereof) under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the absence of any
order resulting in the imposition of certain antitrust remedies as more fully
described in the Purchase Agreement and (ii) the absence of a Material Adverse
Effect (as defined in the Purchase Agreement). Each party’s obligation to
consummate the Transaction is subject to certain other conditions, including (i)
the accuracy of the other party’s representations and warranties, (ii) the other
party’s compliance with its covenants contained in the Purchase Agreement and
(iii) the absence of any Action (as defined in the Purchase Agreement) or any
preliminary or permanent injunction or other order preventing the consummation
of the Transaction. Consummation of the Transaction is not subject to a
financing or similar condition.

Each party has made customary representations and warranties in the Purchase
Agreement and agreed to customary covenants, including covenants with respect to
tax matters and, in the case of Seller, covenants with respect to the operation
of the business of the Companies and their subsidiaries prior to the closing.

The Purchase Agreement contains customary termination rights for Ingevity and
Seller. Subject to certain limitations, the Purchase Agreement may be terminated
by either party if (i) the Transaction is not consummated by October 28, 2022,
(ii) there is a material violation or material breach of the other party’s
representations and warranties or covenants such that the applicable closing
condition would not be satisfied (subject to customary rights to cure such
violations or breaches) or (iii) the Transaction becomes subject to a final and
non-appealable Order (as defined in the Purchase Agreement) permanently
restraining, enjoining or otherwise prohibiting the Transaction. In addition,
the parties may terminate the Purchase Agreement by mutual agreement.

The Transaction is expected to close by early Q4 2022.

The foregoing summary of the Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Purchase Agreement filed as
Exhibit 2.1 hereto and incorporated herein by reference. The Purchase Agreement
contains representations and warranties by each of the parties to the Purchase
Agreement, which were made only for purposes of the Purchase Agreement and as of
specified dates. The representations, warranties and covenants in the Purchase
Agreement were made solely for the benefit of the parties to the Purchase
Agreement, are subject to limitations agreed upon among the parties, including
being qualified by confidential disclosures made for the purposes of allocating
contractual risk among the parties to the Purchase Agreement instead of
establishing these matters as facts, and are subject to standards of materiality
applicable to the parties that may differ from those applicable to investors.
Investors should not rely on the representations, warranties and covenants or
any description thereof as characterizations of the actual state of facts or
condition of Ingevity, the Companies or any of their respective subsidiaries or
affiliates. Moreover, the information concerning the subject matter of the
representations, warranties and covenants may change after the date of the
Purchase Agreement, which subsequent information may or may not be fully
reflected in Ingevity’s public disclosures.

The Transaction Support Agreement

In connection with entering into the Purchase Agreement, on July 31, 2022,
Ingevity entered into a Transaction Support Agreement (the “Support Agreement”)
with William H. Carr (“Bill Carr”), Jerry N. Carr (“Jerry Carr”), Leon M. Gross,
III (“Lee Gross” and, together with Bill Carr and Jerry Carr, the
“Equityholders” and each, an “Equityholder”), Seller and each of the other
entities that are signatories thereto (such entities, the “Excluded
Subsidiaries” and each, an “Excluded Subsidiary”).

The Support Agreement requires, among other things, that Seller, the
Equityholders and the Excluded Subsidiaries (a) comply with customary
restrictive covenants, including non-competition covenants with respect to the
business of the Companies and (b) indemnify Ingevity and certain of its
representatives and affiliates for certain matters as more fully described in
the Support Agreement.

The foregoing summary of the Support Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the
Support Agreement filed as Exhibit 10.1 hereto and incorporated herein by
reference.




Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the
meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the Private Securities Litigation Reform Act of 1995. Such statements
generally include the words “will,” “plans,” “intends,” “targets,” “expects,”
“outlook,” “believes,” “anticipates” or similar expressions. Forward-looking
statements may include, without limitation, the potential benefits of the
acquisition of Ozark Materials and Ozark Logistics pursuant to the Transaction;
the anticipated timing of the closing of the Transaction; expected financial
positions, guidance, results of operations and cash flows; financing plans;
business strategies and expectations; operating plans; impact of COVID-19;
capital and other expenditures; competitive positions; growth opportunities for
existing products; benefits from new technology and cost-reduction 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 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 Transaction
(including the failure to obtain necessary regulatory approval) in the
anticipated timeframe or at all; risks that the expected benefits from the
proposed Transaction 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;
adverse effects from the COVID-19 pandemic; adverse effects from general global
economic, geopolitical and financial conditions beyond our control, including
inflation and the ongoing war between Russia and Ukraine; risks related to our
international sales and operations; adverse conditions in the automotive market;
competition from substitute products, new technologies and new or emerging
competitors; worldwide air quality standards; a decrease in government
infrastructure spending; adverse conditions in cyclical end markets; the limited
supply of or lack of access to sufficient crude tall oil and other raw
materials; integration of future acquisitions; the provision of services by
third parties at several facilities; supply chain disruptions; natural disasters
and extreme weather events; other unanticipated problems such as labor
difficulties (including work stoppages), equipment failure or unscheduled
maintenance and repair; attracting and retaining key personnel; dependence on
certain large customers; legal actions associated with our intellectual property
rights; protection of our intellectual property and other proprietary
information; information technology security breaches and other disruptions;
complications with designing or implementing our new enterprise resource
planning system; government policies and regulations, including, but not limited
to, those affecting the environment, climate change, tax policies, tariffs and
the chemicals industry; and losses due to lawsuits arising out of environmental
damage or personal injuries associated with chemical or other manufacturing
processes, and the other factors detailed from time to time in the reports we
file with the Securities and Exchange Commission (the “SEC”), including those
described in Part I, Item 1A. Risk Factors in our 2021 Annual Report on Form
10-K as well as in our other filings with the SEC. These forward-looking
statements speak only to management’s beliefs as of the date of this Current
Report on Form 8-K. Ingevity assumes no obligation to provide any revisions to,
or update, any projections and forward-looking statements contained in this
Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure

On August 2, 2022, Ingevity issued a press release announcing that it had
entered into the foregoing transactions. A copy of the press release is filed as
Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed to be “filed” for purposes of Section 18
of 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.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits



Exhibit No.   Description
2.1             Equity Purchase Agreement, dated July 31, 2022, by and among
              Ingevity Corporation, Ozark Holdings, Inc., Ozark Materials, LLC and
              Ozark Logistics, LLC*
10.1            Transaction Support Agreement, dated July 31, 2022, by and among
              Ingevity Corporation, William H. Carr, Jerry N. Carr, Leon M. Gross,
              III, Ozark Holdings, Inc. and each of the other entities that are
              signatories thereto*
99.1            Press Release, dated August 2, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)



* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant will furnish copies of such schedules and
exhibits to the Securities and Exchange Commission upon request.

© Edgar Online, source Glimpses

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