September 28, 2016
COVINGTON and LEXINGTON, Ky. -
Ashland Global Holdings Inc. ("Ashland") and Valvoline Inc.
("Valvoline") today announced the closing of Valvoline's initial
public offering of 34,500,000 shares of Valvoline's common stock at
a price to the public of $22.00 per share, including the
underwriters' full exercise of their option to purchase 4,500,000
shares to cover over-allotments. After the completion of the
offering, Ashland will own 170,000,000 shares of Valvoline's common
stock, representing approximately 83% of the total outstanding
shares of Valvoline's common stock. Valvoline's common stock began
trading September 23, 2016, on the New York Stock Exchange under
the symbol "VVV."
BofA Merrill Lynch, Citigroup and
Morgan Stanley acted as joint book-running managers for the
offering and representatives of the underwriters. Deutsche Bank
Securities, Goldman, Sachs & Co. and J.P. Morgan also
acted as joint book-running managers for the offering. Scotiabank
acted as senior co-manager for the offering and BTIG, Mizuho
Securities, PNC Capital Markets LLC and SunTrust Robinson
Humphrey acted 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 was 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 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. (NYSE: VVV) 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 closing of the initial public
offering of 34,500,000 shares of common stock of Valvoline (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, the separation of Ashland's specialty
chemicals business and Valvoline, the IPO of Valvoline, the
expected timetable for completing the separation, the strategic and
competitive advantages 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 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 IPO, Ashland's
reorganization under a new holding company or separation; the
potential that Ashland and Valvoline do not realize all of the
expected benefits of the IPO, new holding company reorganization or
separation or obtain the expected credit ratings following the 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 IPO or separation;
operating as a standalone public company; its ongoing relationship
with Ashland; failure, caused by Valvoline, of the Second Step
Spin-off to qualify for tax-free treatment, which may result in
significant tax liabilities to Ashland for which Valvoline may be
required to indemnify Ashland; and 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). 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.
SM Service
mark, Valvoline or its subsidiaries, registered in various
countries.
TM Trademark,
Valvoline or its subsidiaries, registered in various countries.
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
Ashland (NYSE:ASH)
Historical Stock Chart
From Aug 2024 to Sep 2024
Ashland (NYSE:ASH)
Historical Stock Chart
From Sep 2023 to Sep 2024