Ingevity selling North Charleston crude tall oil refinery

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.”

Full Year 2025 Guidance
In conjunction with its third quarter 2025 results, Ingevity will update its full year 2025 guidance to reflect the impact of classifying the combined assets being sold as discontinued operations. Ignoring the impact of this reclassification, the company affirms previously provided full-year guidance of sales between $1.25 billion and $1.40 billion and adjusted EBITDA between $390 million and $415 million.

Ingevity: Purify, Protect and Enhance
Ingevity provides products and technologies that purify, protect and enhance the world around us. Through a team of talented and experienced people, we develop, manufacture and bring to market solutions that help customers solve complex problems and make the world more sustainable. We operate in three reporting segments: Performance Materials, which includes activated carbon; Advanced Polymer Technologies, which includes caprolactone polymers; and Performance Chemicals, which includes specialty chemicals and road technologies. Our products are used in a variety of demanding applications, including adhesives, agrochemicals, asphalt paving, certified biodegradable bioplastics, coatings, elastomers, pavement markings and automotive components. Headquartered in North Charleston, South Carolina, Ingevity operates from 31 countries around the world and employs approximately 1,600 people. The company’s common stock is traded on the New York Stock Exchange (NYSE: NGVT). For more information, visit ingevity.com.