Item 9.01.
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Financial Statements and Exhibits
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Exhibit
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Description
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99.1
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News Release announcing the pricing of the IPO dated September 22, 2016.
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Forward-Looking Statements
This Form 8-K contains forward-looking statements. Ashland has identified some of these forward-looking statements with words such as anticipates,
believes, expects, estimates, is likely, predicts, projects, forecasts, objectives, may, will, should,
plans and intends and the negative of these words or other comparable terminology. These forward-looking statements include statements relating to the pricing of the initial public offering of 30,000,000 shares of common
stock of Valvoline (the IPO), a proposed grant to the underwriters of the IPO of a related over-allotment option and potential offers and sales of securities in connection with the IPO. In addition, Ashland and Valvoline may from time to
time make forward-looking statements in their annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashlands and
Valvolines expectations and assumptions, as of the date such statements are made regarding Ashlands and Valvolines future operating performance and financial condition, including the proposed separation of Ashlands specialty
chemicals business and Valvoline, the proposed IPO of Valvoline, the expected timetable for completing the IPO and the separation, the future financial and operating performance of each company, strategic and competitive advantages of each company,
the leadership of each company, and future opportunities for each company, as well as the economy and other future events or circumstances. Ashlands expectations and assumptions include, without limitation, internal forecasts and analyses of
current and future market conditions and trends, management plans and strategies, operating efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases
through price increases), and risks and uncertainties associated with the following: the possibility that the proposed IPO or separation will not be consummated within the anticipated time period or at all, including as the result of regulatory,
market or other factors; the potential for disruption to Ashlands business in connection with the proposed IPO, Ashlands reorganization under a new holding company or separation; the potential that the new Ashland and Valvoline do not
realize all of the expected benefits of the proposed IPO, new holding company reorganization or separation or obtain the expected credit ratings following the proposed IPO, new holding company reorganization or separation; Ashlands substantial
indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashlands future cash flows, results of operations, financial condition and its ability to repay debt); the impact of
acquisitions and/or divestitures Ashland has made or may make (including the possibility that Ashland may not realize the anticipated benefits from such transactions); and severe weather, natural disasters, and legal proceedings and claims
(including environmental and asbestos matters). Valvolines expectations and assumptions include, without limitation, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating
efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: its
substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Valvolines future cash flows, results of operations, financial condition and its ability to repay debt) and other
liabilities; the strength of its reputation and brand; demand for its products and services; sales growth in emerging markets; the prices and margins of its products and services; its ability to develop and successfully market new products
and implement its digital platforms; its ability to retain its largest customers; potential product liability claims; achievement of the expected benefits of the proposed IPO or separation;
operating as a standalone public company; its ongoing relationship with Ashland; the impact of acquisitions and/or divestitures Valvoline has made or may make (including the possibility that it may not realize the anticipated benefits from such
transactions); and severe weather, natural disasters, and legal proceedings and claims (including environmental and asbestos matters). Various risks and uncertainties may cause actual results to differ materially from those stated, projected or
implied by any forward-looking statements, including, without limitation, risks and uncertainties affecting Ashland and Valvoline that are described in Ashlands most recent Form 10-K and its Form 10-Q for the quarterly period ended
March 31, 2016 (including Item 1A Risk Factors) filed with the SEC, which is available on Ashlands website at http://investor.ashland.com or on the SECs website at http://www.sec.gov and in Valvolines Registration
Statement on Form S-1, as amended from time to time, under the caption Risk Factors, filed with the SEC and available on the SECs website at http://www.sec.gov. Ashland and Valvoline believe their expectations and assumptions are
reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland and Valvoline undertake no obligation to update any forward-looking statements made in this news release whether as a
result of new information, future event or otherwise. Information on Ashlands or Valvolines website is not incorporated into or a part of this Form 8-K.
Non-solicitation
This Form 8-K shall not constitute an
offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.