Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 28, 2015

ASHLAND INC.

(Exact name of registrant as specified in its charter)

Kentucky

(State or other jurisdiction of incorporation)

	1-32532		20-0865835
	(Commission File Number)		(I.R.S. Employer Identification No.)

50 E. RiverCenter Boulevard

P.O. Box 391

Covington, Kentucky 41012-0391

Registrant’s telephone number, including area code (859) 815-3333

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On August 28, 2015, Ashland Inc. (the “Company”) entered into a Seventh Amendment (the “Amendment”) to the Transfer and Administration Agreement dated as of August 31, 2012 among the Company, CVG Capital III LLC, the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party thereto, and The Bank of Nova Scotia, as agent for the Investors. Under the Transfer and Administration Agreement, CVG Capital III LLC may, from time to time, obtain up to $250.0 million (in the form of cash or letters of credit for the benefit of the Company and its subsidiaries) from the Investors through the sale of an undivided interest in accounts receivable, related assets and collections on those accounts receivable sold by the Originators to CVG Capital III LLC, a wholly owned “bankruptcy remote” special purpose subsidiary of the Originators. The commitments of the Investors under the Transfer and Administration Agreement were set to terminate on August 28, 2015. The Amendment provides for the reduction of the commitments under the Transfer and Administration Agreement by $53.5 million from $250.0 million to $196.5 million, and the extension of the termination of the commitments under the Transfer and Administration Agreement from August 28, 2015 to December 31, 2015.

The foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

10.1

Seventh Amendment dated as of August 28, 2015 to the Transfer and Administration Agreement dated as of August 31, 2012, among Ashland Inc., CVG Capital III LLC, the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party thereto, and The Bank of Nova Scotia, as agent for the Investors.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should” and “intends” and the negative of these words or other comparable terminology. In addition, Ashland may from time to time make forward-looking statements in its annual report, quarterly reports and other filings with the Securities and Exchange Commission (SEC), news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, the economy and other future events or circumstances. Ashland’s 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: Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s 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), the global restructuring program (including the possibility that Ashland may not achieve the anticipated revenue and earnings growth, cost reductions and other expected benefits from the program), Ashland’s ability to generate sufficient cash to finance its stock repurchase plans, 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 that are described in its most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this Form 8-K whether as result of new information, future event or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASHLAND INC.
	(Registrant)


September 2, 2015	/s/ Peter J. Ganz
	Peter J. Ganz
	Senior Vice President, General Counsel and Secretary of the Company

EXHIBIT INDEX

Exhibit No. Description

10.1

EXHIBIT 10.1

EXECUTION VERSION

SEVENTH AMENDMENT

Dated as of August 28, 2015

to the

TRANSFER AND ADMINISTRATION AGREEMENT

Dated as of August 31, 2012

This SEVENTH AMENDMENT (this “Amendment”) dated as of August 28, 2015 is entered into among ASHLAND INC., a Kentucky corporation (“Ashland”), CVG CAPITAL III LLC, a Delaware limited liability company (“SPV”), the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party hereto, and THE BANK OF NOVA SCOTIA (“Agent” or “Scotiabank”), as agent for the Investors.

RECITALS

WHEREAS, the parties hereto have entered into a certain Transfer and Administration Agreement dated as of August 31, 2012 (as amended, supplemented or otherwise modified from time to time, the “TAA”) and certain related Transaction Documents (as defined therein) in connection therewith;

WHEREAS, SunTrust Bank (“SunTrust”) has been paid in full pursuant to that certain payoff letter dated August 28, 2015 (the “SunTrust Payoff Letter”);

WHEREAS, pursuant to the SunTrust Payoff Letter, SunTrust is no longer a party to the TAA or any other Transaction Document;

WHEREAS, the parties hereto wish to amend the TAA as specified herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in the Transaction Documents, the parties hereto agree as follows:

SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used as defined in the Transaction Documents.

SECTION 2. Reduction of Facility Limit. (a) Effective as of the date hereof, the Facility Limit is hereby reduced to $196,500,000.

(b) The parties hereto hereby consent to the transactions specified in the SunTrust Payoff Letter.

SECTION 3. Additional Amendments. The TAA is further amended hereby as follows:

3.1 The definition of “Commitment Termination Date” in the TAA is hereby replaced in its entirety with the following:

“Commitment Termination Date” means December 31, 2015, or such later date to which the Commitment Termination Date may be extended by the SPV, the Agent and the Committed Investors (in their sole discretion).

3.2 The definition of "Letter of Credit Sublimit" in the TAA is hereby replaced in its entirety with the following:

"Letter of Credit Sublimit" means, at any time, an amount equal to $196,500,000.

3.3 Schedule II to the TAA is here by amended by inserting, in appropriate alphabetical order, the definition of “AUP Reserve” as follows:

“AUP Reserve” means, as of any date of determination, 7.5% of the Net Pool Balance on such date; provided that following delivery of a report required to be delivered pursuant to Section 6.1(a)(i)(second) of this Agreement and with the unanimous consent of the Committed Investors, such consent not to be unreasonably withheld, such reserve amount shall be reduced to 0% of the Net Pool Balance.

3.4 The definition of “Required Reserves” in Schedule II to the TAA is hereby replaced in its entirety with the following:

“Required Reserves” at any time means the sum of (a) the Yield Reserve, plus (b) the Servicing Fee Reserve, plus (c) the greater of (i) the sum of the Loss Reserve Ratio and the Dilution Reserve Percentage and (ii) the Minimum Percentage, each as in effect at such time, multiplied by the Net Pool Balance on such date, plus (d) the AUP Reserve.

SECTION 4. Representations and Warranties. Each of Ashland, Ashland Specialty Ingredients, and the SPV, as to itself, hereby represents and warrants to each of the other parties hereto as follows:

(a) after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Potential Termination Event shall exist;

(b) the representations and warranties of such Person set forth in the Transaction Documents to which it is a party (as amended hereby) are true and correct as of the date hereof (except to the extent such representations and warranties relate solely to an earlier date and then as of such earlier date); and

(c) this Amendment constitutes the legal, valid and binding obligations of such Person enforceable against such Person in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).



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SECTION 5. Pro Forma Master Servicer Report. On or prior to the date hereof, the Master Servicer shall deliver to the SPV, the Agent and each Managing Agent a pro forma Master Servicer Report as of July 31, 2015 setting forth the characteristics of the Receivables.

SECTION 6. Renewal Fee. On the date hereof, the SPV shall pay to each Committed Investor a renewal fee of 0.05% of its respective Commitment as of the date hereof (the “Renewal Fee”).

SECTION 7. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof upon the occurrence of the following:

(a) receipt by the Agent of:

(i) counterparts to this Amendment duly executed by each of the parties hereto, and

(ii) the pro forma Master Servicer Report described in Section 5 above;

(b) payment of the Renewal Fee described in Section 6 above; and

SECTION 8. Costs and Expenses. The SPV hereby agrees to pay the reasonable costs and expenses of the Agent, including legal fees, in connection with this Amendment within thirty (30) days receipt of a statement therefor.

SECTION 9. References to TAA. Upon the effectiveness of this Amendment, each reference in the TAA to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the TAA as amended hereby, and each reference to the TAA in any other document, instrument or agreement executed and/or delivered in connection with the TAA shall mean and be a reference to the TAA as amended hereby.

SECTION 10. Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

SECTION 11. Effect of Amendment; Ratification. Except as specifically amended hereby, the Transaction Documents are hereby ratified and confirmed in all respects, and all of their provisions shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend, or supplement any provision of any Transaction Document other than as specifically set forth herein.

SECTION 12. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same



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instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 13. Governing Law. This Amendment shall be deemed to be a contract made under and governed by the internal laws of the State of New York without giving effect to any conflicts of laws principles that would apply the substantive laws of any other jurisdiction.

SECTION 14. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Purchase Documents or any provision hereof or thereof.

SECTION 15. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature pages follow.]



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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

	ASHLAND INC.

	By:	/s/ Eric N. Boni
		Name: Eric N. Boni
		Title: Vice President and Treasurer

	ASHLAND SPECIALTY INGREDIENTS G.P.

	By:	/s/ Lynn P. Freeman
		Name: Lynn P. Freeman
		Title: Vice President/Assistant Secretary and Treasurer