Ingevity Corp. (North Charleston, W.V.) announced it has entered into a definitive agreement to sell its North Charleston crude tall oil (CTO) refinery assets and the majority of its Performance Chemicals Industrial Specialties product line to Mainstream Pine Products, LLC (Mainstream). The all-cash transaction will result in net, after tax, proceeds at closing of approximately $110 million plus a potential contingent payment ranging from $0 to $19 million, which is subject to the achievement of future business performance milestones. The transaction is subject to customary and agreed-upon closing conditions and is expected to close by early 2026.
“This transaction marks a significant milestone for Ingevity, reducing portfolio volatility, strengthening our margin and cash flow profile and enhancing future strategic optionality. The transaction proceeds will enable us to accelerate deleveraging and provide additional capital allocation flexibility,” said Ingevity president and CEO, Dave Li. “As we move forward, we continue to advance our portfolio review with a focus on sustainable growth and profitability.”
The CTO refinery assets being acquired by Mainstream are co-located on the campus of Ingevity’s North Charleston, South Carolina, Performance Chemicals manufacturing facility. The transaction is not expected to impact production of Ingevity’s Road Technologies product line nor certain lignin-based dispersants that are manufactured at Ingevity’s North Charleston plant.
As part of the transaction, Ingevity and Mainstream will enter into a series of agreements, including a supply agreement whereby Mainstream will supply certain refinery products to support Ingevity’s Road Technologies product line. Additionally, the companies will enter into a toll-manufacturing agreement whereby Ingevity will utilize its non-refinery assets in North Charleston, South Carolina, to derivatize certain Industrial Specialties products for Mainstream. Ingevity and Mainstream will also enter into a reciprocal plant operating agreement under which Ingevity will provide certain critical operating services to Mainstream at the North Charleston CTO refinery post-closing.
“I want to take this opportunity to thank the past and present Ingevity employees who have contributed to Ingevity’s Industrial Specialties product line over the years,” added Li. “We believe Mainstream is a natural next owner to optimize the business going forward, and we expect this will be a mutually beneficial relationship between our respective companies.”
“It is an honor to continue the legacy of excellence established by the team at Ingevity, and we deeply value the relationships that have been built with customers,” said Mainstream president and CEO, Rob Helwick. “This legacy is a direct reflection of the remarkable operations and sales teams whose dedication, expertise and customer focus have consistently set the standard. Our team is particularly inspired by the shared commitment to renewably based raw materials, and we look forward to continuing this sustainable approach, delivering high-quality products to our customers with care and responsibility, and building a strong, enduring partnership with Ingevity.”