September 22, 2016
COVINGTON and LEXINGTON, Ky. -
Ashland Global Holdings Inc. ("Ashland") and Valvoline Inc.
("Valvoline") today announced the pricing of Valvoline's initial
public offering of 30,000,000 shares of Valvoline's common stock at
a price to the public of $22.00 per share. In addition, Valvoline
has granted the underwriters an option to purchase up to an
additional 4,500,000 shares of its common stock to cover
over-allotments, if any. After the completion of the offering,
Ashland will own 170,000,000 shares of Valvoline's common stock,
representing 85% of the total outstanding shares of Valvoline's
common stock (or approximately 83% if the underwriters exercise
their over-allotment option in full). Valvoline's common stock has
been approved for listing on the New York Stock Exchange under the
symbol "VVV" and is expected to begin trading on September 23,
2016. The offering is expected to close on September 28, 2016,
subject to the satisfaction or waiver of customary closing
conditions.
BofA Merrill Lynch, Citigroup and
Morgan Stanley are acting as joint book-running managers for the
offering and representatives of the underwriters. Deutsche Bank
Securities, Goldman, Sachs & Co. and J.P. Morgan are also
acting as joint book-running managers for the offering. Scotiabank
is acting as senior co-manager for the offering and BTIG, Mizuho
Securities, PNC Capital Markets LLC and SunTrust Robinson
Humphrey are acting as co-managers for the offering.
A registration statement on Form
S-1 relating to these securities has been filed with, and declared
effective by, the Securities and Exchange Commission ("SEC"). The
initial public offering is being made only by means of a prospectus
forming part of the effective registration statement. A copy of the
prospectus relating to the initial public offering, when available,
may be obtained from BofA Merrill Lynch, NC1-004-03-43, 200 North
College Street, 3rd floor, Charlotte NC 28255-0001,
Attention: Prospectus Department or by e-mail at
dg.prospectus_requests@baml.com; Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717, or by telephone at (800) 831-9146); or Morgan Stanley,
Attention: Prospectus Department, 180 Varick Street, 2nd floor, New
York, New York 10014.
This news release 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.
About Ashland
Ashland Global Holdings 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. At Ashland, we are more
than 5,000 people - from renowned scientists and research chemists
to talented engineers and plant operators - working together to
serve customers in more than 100 countries. Ashland also maintains
a controlling interest in Valvoline, a premium consumer-branded
lubricant supplier.
C-ASH
About
Valvoline
Valvoline Inc. is a leading worldwide producer and distributor of
premium-branded automotive, commercial and industrial lubricants,
and automotive chemicals. In 2016, it ranks as the #2 quick-lube
chain by number of stores and #3 passenger car motor oil in the DIY
market by volume brand in the United States. The brand operates and
franchises approximately 1,050 Valvoline Instant Oil
ChangeSM centers in
the United States. It also markets ValvolineTM
lubricants and automotive chemicals; MaxLifeTM
lubricants created for higher-mileage engines, SynPowerTM synthetic
motor oil; and ZerexTM
antifreeze.
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 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 Ashland's and Valvoline's
expectations and assumptions, as of the date such statements are
made regarding Ashland's and Valvoline's future operating
performance and financial condition, including the proposed
separation of Ashland's 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. 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 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 Ashland's business
in connection with the proposed IPO, Ashland's 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;
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); and severe weather,
natural disasters, and legal proceedings and claims (including
environmental and asbestos matters). Valvoline'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: its substantial indebtedness (including the
possibility that such indebtedness and related restrictive
covenants may adversely affect Valvoline's 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 Ashland's 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 and in Valvoline's 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 SEC's 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 Ashland's or Valvoline's website is
not incorporated into or a part of this news release.
FOR FURTHER
INFORMATION:
Ashland Investor Relations:
Seth A.
Mrozek
+1 (859) 815-3527
samrozek@ashland.com
Ashland Media Relations:
Gary
Rhodes
+1 (859) 815-3047
glrhodes@ashland.com
Valvoline Investor Relations:
Jason L. Thompson
+1 (859) 815-4677
jlthompson@valvoline.com
Valvoline Media Relations:
Sara Stensrud
+1 (859) 357-3078
sstensrud@valvoline.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq 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
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