SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Address of principal executive offices)||(Zip code)|
Registrant’s telephone number, including area code:
(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
Name of each exchange
on which registered
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).
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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 20, 2020, Ingevity Corporation (“Ingevity”) issued a press release announcing certain selected preliminary financial results as of and for the three months ended September 30, 2020, which are attached as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Please refer to our website for additional information regarding Ingevity. Periodically we may provide other information on the investor relations page of our website. Interested parties are encouraged to visit Ingevity’s website to view such other information including Ingevity slide presentations.
The information contained in Item 2.02 of this report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
ITEM 7.01. REGULATION FD DISCLOSURE
In connection with the Notes Offering (described in Item 8.01 below), the Company is disclosing certain information, which has not previously been publicly reported, to prospective investors in a preliminary offering memorandum, dated October 20, 2020 the (“Preliminary Offering Memorandum”). Ingevity is furnishing certain excerpts from the Preliminary Offering Memorandum as Exhibit 99.3 of this report, which is incorporated by reference herein.
The information contained in Item 2.02 of this report, including Exhibit 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 8.01. OTHER EVENTS
On October 20, 2020, Ingevity issued a press release announcing that it intends to commence an offering (the “Notes Offering”) of $550.0 million of senior unsecured notes of Ingevity (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act, upon the terms of the Preliminary Offering Memorandum. A copy of Ingevity’s press release is attached hereto as Exhibit 99.2, which is incorporated by reference herein.
This report does not constitute an offer to sell or a solicitation for 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. The Notes Offering will be made only by means of the Preliminary Offering Memorandum.
Forward Looking Statements
This report, including the exhibits, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These forward-looking statements are based on assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict, including the Risk Factors identified in Ingevity’s most recently filed annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. The use of words such as “believe,” “estimate,” “expect” and “will,” or the negative of these terms or other similar expressions, among others, generally identify forward-looking statements. However, these words are not the exclusive means of identifying such statements. Unless required by law, Ingevity undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents Ingevity files or furnishes from time to time with the Securities and Exchange Commission, particularly its annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
|99.1||Press release dated October 20, 2020, with respect to preliminary financial results|
|99.2||Press release dated October 20, 2020, with respect to proposed private offering by the Company of senior unsecured notes|
|99.3||Excerpts from Preliminary Offering Memorandum, dated October 20, 2020|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|John C. Fortson|
|President and Chief Executive Officer|
Date: October 20, 2020