New York, October 20, 2020 -- Moody's Investors Service ("Moody's") has assigned
a Ba3 rating to Ingevity Corporation's ("Ingevity") new $550
million senior unsecured notes due 2028. The proceeds of the notes
issuance will be used to prepay the company's $375 million Term
Loan due in 2022 and repay the borrowings under its revolving credit facility.
Upon completion of the unsecured bond offering and prepayment of the term
loan, Ingevity will reduce the size of its revolving credit facility
to $500 million from $750 million and extend the revolver's
maturity to 2025. The Ba3 rating on the new notes is subject to
the transaction closing as proposed and receipt and review of the final
documentation.
Ingevity's Ba2 Corporate Family Rating ("CFR") with
a stable outlook remains unchanged.
Assignments:
..Issuer: Ingevity Corporation
....Senior Unsecured Regular Bond/Debenture,
Assigned Ba3 (LGD5)
RATINGS RATIONALE
Ingevity's proposed notes issuance and refinancing will not change
the company's net debt leverage, which remains adequate for
its Ba2 CFR. The extended debt maturity will continue to support
the company's sound liquidity profile.
The assigned Ba3 rating on the $550 million notes, in line
with the existing $300 million senior unsecured notes, reflects
their unsecured claim on the company's assets and effective subordination
to the remaining $352 million senior secured term loan and the
new $500 million revolving credit facility.
Ingevity's Ba2 CFR continues to reflect the company's market leaderships
in activated carbon for gasoline vapor control and pine chemicals,
its strong profitability and ample free cash flow generation, but
also takes into account its relatively small business scale, reliance
on key raw material suppliers and debt-funded growth strategy.
In addition, the patent of its activated carbon "honeycomb" will
expire in 2022, presenting a challenge to the company over time.
Ingevity indicated a strong improvement in its Q3 results, thanks
to the rebound in automotive production and strong paving season in North
America and globally, which offset the demand weakness in engineered
polymers, industrial specialties and oilfield applications.
Although Ingevity expects its full year earnings in 2020 to be lower than
2019 due to the global pandemic, its strong free cash flow will
boost liquidity and financial flexibility.
Acquisitions remain an ongoing event risk for Ingevity as the management
has grown the business through rather large acquisitions since its spin-off
from WestRock Company in 2016. However, given the coronavirus
outbreak and limited demand visibility, Moody's expects the company
to focus on operational improvement, organic business growth and
debt reduction. Management has a target net leverage of 2.0x
to 2.5x.
Ingevity will maintain good liquidity given its large cash balance,
positive free cash flow and availability under its $500 million
revolving credit facility. After the notes offering and prepayment
of the term loan, Ingevity will not have material debt maturities
until 2023 when its $352 million term loan is due.
The new revolving credit facility will have two financial covenants--a
maximum total net leverage ratio covenant of 4.0x (up to 4.5x
allowed after permitted acquisition) and a minimum interest coverage covenant
of 3.0x. We expect the company to remain in compliance under
its covenants.
Environmental, social and governance (ESG) risk factors are not
material factors to today's rating assignment, but are important
considerations in the credit profile. Being a listed company,
Ingevity is transparent in its financial reporting as well as its financial
policy. Ingevity's activated carbon and pine chemical products
involve the use of chemical materials, subjecting the company to
environmental regulations. The production of pine chemicals using
coproducts from natural kraft pulps, which are renewable and environmentally
friendlier than petrochemical alternatives. In addition,
the strengthening environmental regulations on vehicle vapor emission
control continue to stimulate the demand on Ingevity's activated carbon
products.
Ingevity's stable outlook reflects its adequate leverage and financial
buffer to weather against unfavorable market conditions and that management
will exercise caution when buying back shares or pursuing acquisitions
in the next 12 to 18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating following a longer track record as a
stand-alone entity that would demonstrate the company's commitment
to the conservative financial policy. The company would need to
increase its business scale and diversification, maintain its strong
credit metrics, with debt/EBITDA below 3 times and RCF/Debt over
20%, for an upgrade.
The rating could be downgraded if the company's performance deteriorated
or it undertook a large debt-funded acquisition or significant
shareholder-friendly actions. Specifically, the rating
could be downgraded if EBITDA margin falls sustainably below 20%;
or its debt/EBITDA ratio rises above 3.5x and RCF/Debt declines
to mid-teens.
Headquartered in North Charleston, SC, Ingevity Corporation
is a global manufacturer of pine-based chemicals (Performance Chemicals
segment) used in pavement technologies, oilfield technologies and
industrial specialties such as inks and adhesives, and high performance
carbon materials (Performance Materials segment) used in gasoline vapor
emission control systems in fuel tanks, as well as applications
for water, food, beverage and chemical purification.
The company was spun off by WestRock Company in 2016. For the last
twelve months ended June 30, 2020, the company generated approximately
$1.2 billion in revenues. Ingevity acquired the Capa
caprolactone business from Perstorp Holding AB for EUR590 million in February
2019.
The principal methodology used in these ratings was Chemical Industry
published in March 2019 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1152388.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and
sensitivity analysis, see the sections Methodology Assumptions and
Sensitivity to Assumptions in the disclosure form. Moody's
Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.
For ratings issued on a program, series, category/class of
debt or security this announcement provides certain regulatory disclosures
in relation to each rating of a subsequently issued bond or note of the
same series, category/class of debt, security or pursuant
to a program for which the ratings are derived exclusively from existing
ratings in accordance with Moody's rating practices. For ratings
issued on a support provider, this announcement provides certain
regulatory disclosures in relation to the credit rating action on the
support provider and in relation to each particular credit rating action
for securities that derive their credit ratings from the support provider's
credit rating. For provisional ratings, this announcement
provides certain regulatory disclosures in relation to the provisional
rating assigned, and in relation to a definitive rating that may
be assigned subsequent to the final issuance of the debt, in each
case where the transaction structure and terms have not changed prior
to the assignment of the definitive rating in a manner that would have
affected the rating. For further information please see the ratings
tab on the issuer/entity page for the respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this credit rating action,
and whose ratings may change as a result of this credit rating action,
the associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
The ratings have been disclosed to the rated entity or its designated
agent(s) and issued with no amendment resulting from that disclosure
These ratings are solicited. Please refer to Moody's Policy
for Designating and Assigning Unsolicited Credit Ratings available on
its website www.moodys.com.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Moody's general principles for assessing environmental, social
and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1133569.
The Global Scale Credit Rating on this Credit Rating Announcement was
issued by one of Moody's affiliates outside the EU and is endorsed
by Moody's Deutschland GmbH, An der Welle 5, Frankfurt
am Main 60322, Germany, in accordance with Art.4 paragraph
3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies.
Further information on the EU endorsement status and on the Moody's
office that issued the credit rating is available on www.moodys.com.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Jiming Zou, CFA
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Glenn B. Eckert
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653