On January 24, 2018, Ingevity Corporation, completed its previously announced offering of $300 million aggregate principal amount of 4.50% senior unsecured notes due 2026 (the “Notes”). The Notes were issued pursuant to an indenture dated as of January 24, 2018 (the “Indenture”), by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee. The Notes were 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 of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act or any state securities laws 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. The net proceeds from the sale of the Notes, after deducting estimated discounts and commissions and other offering expenses, were approximately $295 million. The Company intends to use the net proceeds from the sale of the Notes 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. There can be no assurance that the acquisition will be consummated and the sale of Notes 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 Notes for working capital needs, capital expenditures, other acquisitions and other general corporate purposes. The Notes are the company’s senior unsecured obligations and will rank equally in right of payment with all of the Company’s existing and future senior indebtedness. The Notes are fully and unconditionally guaranteed by the subsidiary guarantors, which include each wholly owned domestic restricted subsidiary of the Company that guarantees the obligations under the Company’s existing credit agreement. So long as the guarantees are in effect, each subsidiary guarantor’s guarantee will be the senior unsecured obligation of such subsidiary guarantor and will rank equally in right of payment with all of such subsidiary guarantor’s existing and future senior indebtedness. The Notes pay interest semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2018, at a rate of 4.50% per year. The Notes will mature on February 1, 2026. The company may redeem some or all of the Notes at any time prior to February 1, 2021 by paying a “make-whole” premium plus accrued and unpaid interest, if any. The Company may redeem some or all of the Notes on or after February 1, 2021, 2022 and 2023 at redemption prices (expressed as a percentage of the principal amount thereof) of 102.250%, 101.125% and par, respectively, plus accrued but unpaid interest, if any. At any time before February 1, 2021, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 104.50% of the principal amount of the Notes to be redeemed, plus accrued but unpaid interest, if any, provided that at least 65% of the original aggregate principal amount of notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption. The company is obligated to offer to repurchase the Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain change of control triggering events, subject to certain qualifications and exceptions.