Ingevity Corporation announced that it has reached an agreement with Georgia-Pacific to acquire Georgia-Pacific’s pine chemicals business for a cash purchase price of USD315 million. The acquisition is subject to certain regulatory approvals and other customary closing conditions. Ingevity expects to close on the transaction in late 2017.
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. Approximately 90% of its revenues are in North America.
The business manufactures the majority of its products at a Georgia-Pacific site in Crossett, Ark., U.S.A., and employs approximately 70 people.
In purchasing the pine chemicals business, Ingevity will acquire the pine chemicals-related assets at the Crossett 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 will enter into a 20-year, market-based crude tall oil (CTO) supply contract with certain of Georgia-Pacific’s paper mill operations.
Ingevity will not acquire Georgia-Pacific’s merchant CTO or crude sulfate turpentine business, which will be retained and operated by Georgia-Pacific.
“Ingevity’s and Georgia-Pacific’s pine chemicals businesses are very complementary,” said Michael Wilson, Ingevity president and CEO. “By combining the companies, we will have a stronger, more competitive pine chemicals business. Our Performance Chemicals segment has recently shown improvement. This acquisition will provide a stronger platform from which we will accelerate profitable growth.”
Wilson stated that the acquisition would be accretive to earnings in the first year following closing and that the company expects to derive approximately USD11 million in net synergies as a result of the acquisition, most of which would be a result of manufacturing optimisation among the combined three chemicals plants and lower transportation and logistics costs.
“The combination of Georgia-Pacific’s pine chemicals business and Ingevity will enhance our ability to provide innovative technologies, high-quality products and superior customer service,” said Wilson. “We are committed to ensuring that customers continue to receive excellent products and services while we jointly work through the integration process.”
The company will fund this transaction through an amendment and extension of its bank credit facility. The amended and extended facility, which closed earlier this week, was led by Wells Fargo Securities, LLC; J.P. Morgan Securities LLC; and Merrill Lynch, Pierce, Fenner & Smith and is comprised of a USD550 million revolving credit facility and a USD375 million term loan. The USD925 million facility matures in May 2022 and includes 13 participating banks.
Citi acted as exclusive financial advisor and Kirkland & Ellis LLP acted as legal counsel to Ingevity.
Headquartered in North Charleston, S.C., U.S.A., 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).