Ingevity prices $300 million senior notes offering

January 9, 2018

NORTH CHARLESTON, S.C.–(BUSINESS WIRE)–$NGVT–Ingevity Corporation announced today the pricing of its previously
announced offering of 8-year senior unsecured notes in an aggregate
principal amount of $300 million. The notes will mature on February 1,
2026 and will bear an interest rate of 4.50%. The offering is expected
to close on January 24, 2018 subject to customary closing 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.