Ingevity to sell oil assets for $110M

Ingevity (NGVT) has entered into a definitive agreement to sell its North Charleston CTO refinery assets and the majority of its Performance Chemicals Industrial Specialties product line to Mainstream Pine Products. The all-cash transaction will result in net, after tax, proceeds at closing of approximately $110M plus a potential contingent payment ranging from $0M to $19M, 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. 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. 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. Revenue for 2025 associated with the combined assets being sold is estimated to be $130M with EBITDA margins in the low-to-mid single digits.