July 20, 2016
COVINGTON, Ky. - Ashland Inc.
(NYSE: ASH) announced today that its indirect, wholly owned
subsidiary, Valvoline Finco Two LLC ("Valvoline Finco"), has closed
its previously announced offering of $375 million aggregate
principal amount of 5.500% senior notes due 2024 (the "Notes").
This offering marks a significant milestone in Ashland's previously
announced plan to separate into two independent, publicly traded
companies: Ashland Global Holdings Inc., composed of Ashland
Specialty Ingredients and Ashland Performance Materials, and
Valvoline Inc., composed of Ashland's Valvoline business
segment.
The Notes are unsecured unsubordinated obligations
of Valvoline Finco. Following the contribution of the Valvoline
business to Valvoline Inc. ("Valvoline"), Valvoline Finco will
merge with and into Valvoline, and Valvoline will assume all of
Valvoline Finco's obligations under the Notes. The Notes are
initially guaranteed on an unsecured basis by Ashland (the "Ashland
Guarantee"). The Ashland Guarantee will automatically be released
upon Valvoline's assumption of the Notes.
Valvoline Finco intends to transfer the net
proceeds of the offering (after deducting initial purchasers'
discounts and other fees and expenses) to Ashland. Ashland intends
to use such net proceeds to repay borrowings under its senior
unsecured credit facilities.
The Notes were offered in the United States to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
outside the United States pursuant to Regulation S under the
Securities Act. The Notes have not been registered under the
Securities Act and may not be offered or sold in the United States
without registration or an applicable exemption from the
registration requirements.
This news release shall not constitute an offer to
sell, or a solicitation of an offer to buy, any security, including
the Notes. No offer, solicitation, or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful.
About Ashland
Ashland Inc. (NYSE: ASH) is a global leader in providing specialty
chemical solutions to customers in a wide range of consumer and
industrial markets, including adhesives, architectural coatings,
automotive, construction, energy, food and beverage, personal care
and pharmaceutical. Through our three business units - Ashland
Specialty Ingredients, Ashland Performance Materials and Valvoline
- we use good chemistry to make great things happen for customers
in more than 100 countries. Visit ashland.com to learn more.
C-ASH
Forward-Looking
Statements
This news release 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 status of the separation process,
the plan to pursue an IPO of up to 20 percent of the common stock
of Valvoline and the expected completion of the separation through
the subsequent distribution of Valvoline common stock, the
anticipated timing of completion of the planned IPO and subsequent
distribution of the remaining Valvoline common stock, the plan to
reorganize under a new public holding company to be called Ashland
Global Holdings Inc. and Ashland's and Valvoline's ability to
pursue their long-term strategies. In addition, Ashland may from
time to time make forward-looking statements in its annual report,
quarterly reports and other filings with the 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, including the
proposed separation of its specialty chemicals and Valvoline
businesses, the proposed IPO of its Valvoline business, the
expected timetable for completing the IPO and the separation, the
proposal to reorganize under a new holding company, 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. 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: the possibility that the proposed IPO, new
holding company reorganization or separation will not be
consummated within the anticipated time period or at all, including
as the result of regulatory, market or other factors or the failure
to obtain shareholder approval of the new holding company
reorganization; the potential for disruption to Ashland's business
in connection with the proposed IPO, new holding company
reorganization 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; 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); 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 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 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 news release whether as a
result of new information, future event or otherwise. Information
on Ashland's website is not incorporated into or a part of this
news release.
Non-solicitation
A registration statement relating to the securities of Ashland
Global Holdings Inc. in connection with the reorganization of
Ashland under a new holding company has been filed with the SEC but
has not yet become effective. The securities subject to such
registration statement may not be sold, nor may offers to buy such
securities be accepted, before the time the registration statement
becomes effective. This news release shall not constitute an offer
to sell or a solicitation of an offer to buy such securities, and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of that jurisdiction.
Additional Information and Where
to Find It
In connection with the reorganization, Ashland filed with the SEC
the Ashland Global Holdings Inc. registration statement (the
"Ashland Global Registration Statement") that includes a proxy
statement of Ashland Inc. that also constitutes a prospectus of
Ashland Global Holdings Inc. with respect to the securities of
Ashland Global Holdings Inc. (the Ashland Global Registration
Statement has not yet been declared effective). INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS,
AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT
ASHLAND INC., ASHLAND GLOBAL HOLDINGS INC. AND THE REORGANIZATION.
A definitive proxy statement will be sent to shareholders of
Ashland Inc. seeking approval of the reorganization after the
Ashland Global Registration Statement is declared effective. The
proxy statement/prospectus and other documents relating to the
reorganization can be obtained free of charge from the SEC website
at www.sec.gov.
Participants in
Solicitation
This communication is not a solicitation of a proxy from any
investor or shareholder. However, Ashland Inc., Ashland Global
Holdings Inc. and certain of their directors and executive officers
may be deemed to be participants in the solicitation of proxies in
connection with the reorganization under the rules of the SEC.
Information regarding Ashland Inc.'s directors and executive
officers may be found in its definitive proxy statement relating to
its 2016 Annual Meeting of Shareholders filed with the SEC on
December 4, 2015 and in the proxy statement/prospectus included in
the Ashland Global Registration Statement. Information regarding
Ashland Global Holdings Inc.'s directors and executive officers may
be found in the proxy statement/prospectus included in the Ashland
Global Registration Statement. These documents can be obtained free
of charge from the SEC.
FOR FURTHER
INFORMATION:
Investor Relations:
Seth A.
Mrozek
+1 (859) 815-3527
samrozek@ashland.com
Media Relations:
Gary
Rhodes
+1 (859) 815-3047
glrhodes@ashland.com
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Ashland Inc. via Globenewswire
HUG#2029729
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