COVINGTON, KY, October 20, 2016 -
Ashland Global Holdings Inc. (NYSE: ASH) ("Ashland") today
announced that it has received the requisite consents with respect
to its consent solicitation from the holders of Ashland LLC's
(formerly Ashland Inc.) 3.875% Senior Notes due 2018 (the "2018
Notes"), 4.750% Senior Notes due 2022 (the "2022 Notes") and 6.875%
Senior Notes due 2043 (the "2043 Notes" and together with the 2018
Notes and the 2022 Notes, the "Notes") to certain amendments to the
reporting covenants in the indentures governing the Notes (the
"Proposed Amendments").
The consent solicitation expired
at 5:00 p.m., New York City time, on October 18, 2016 (the
"Expiration Time"). As of the Expiration Time, Ashland had received
the requisite consents needed to approve the Proposed Amendments to
the indentures governing the Notes. These consents cannot be
revoked. The complete terms and conditions of the consent
solicitation are described in the Consent Solicitation/Prospectus
Supplement dated October 12, 2016 (the "Consent
Solicitation/Prospectus Supplement").
Following receipt of the consents,
Ashland LLC, as issuer, Ashland and US Bank National Association,
as trustee, entered into two supplemental indentures that (1)
modify the applicable reporting covenants contained in the
indentures governing the Notes to provide that so long as any
parent entity of Ashland LLC guarantees the Notes, the reports,
information and other documents required to be filed and furnished
to holders of the Notes pursuant to the applicable indenture may,
at the option of Ashland LLC, be filed by and be those of such
parent entity rather than Ashland LLC and (2) provide for the
guarantee of the Notes by Ashland.
Ashland engaged Citigroup Global
Markets Inc. to act as Solicitation Agent and Global Bondholder
Services Corporation to act as Information and Tabulation Agent for
the consent solicitation. Questions regarding the consent
solicitation may be directed to Citigroup Global Markets Inc. at
(800) 558-3745 (toll-free) or (212) 723-6106 (collect). Requests
for documents relating to the consent solicitation may be directed
to Global Bondholder Services Corporation at (866) 470-4500
(toll-free), (212) 430-3774 (banks and brokers), (212)
430-3775/3779 (facsimile) and (212) 430-3774 (confirmation).
This news release is for
informational purposes only and the consent solicitation was only
made pursuant to the terms of the Consent Solicitation/Prospectus
Supplement. The consent solicitation was not made to, and consents
were not solicited from, holders of Notes in any jurisdiction in
which it is unlawful to make such consent solicitation or grant
such consent. None of Ashland, the trustee for the Notes, the
Solicitation Agent or the Information and Tabulation Agent made any
recommendation as to whether or not holders should deliver
consents.
This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities.
About
Ashland
Ashland Global Holdings Inc. (NYSE: ASH) is a premier, global
specialty chemicals company serving 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 passionate, tenacious solvers - from renowned scientists and
research chemists to talented engineers and plant operators - who
thrive on developing practical, innovative and elegant solutions to
complex problems for customers in more than 100 countries. Ashland
also maintains a controlling interest in Valvoline Inc. (NYSE:
VVV), a premium consumer-branded lubricant supplier. Visit
ashland.com to learn more.
C-ASH
Forward Looking
Statements
This news release 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,"
"objectives," "may," "will," "should," "plans" 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 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 expectations and assumptions, as of the date such
statements are made, regarding Ashland's future operating
performance and financial condition, the separation of Ashland's
specialty chemicals business and Valvoline Inc. ("Valvoline"), the
initial public offering of 34,500,000 shares of Valvoline common
stock("IPO"), 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 does 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). 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 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 . 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.
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 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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