COVINGTON, KY, December 12, 2016 -
Ashland Global Holdings Inc. (NYSE: ASH) ("Ashland") today
announced the early tender results and early settlement of the
previously announced cash tender offer (the "Tender Offer") by its
wholly-owned subsidiary, Hercules LLC (formerly Hercules
Incorporated) ("Hercules"), for any and all of Hercules'
outstanding 6.500% Series A Junior Subordinated Deferrable Interest
Debentures due 2029 (CUSIP No. 427056 AU0), including Debentures
held as components of CRESTSSM Units (the
"Debentures"). The terms and conditions of the Tender Offer are
described in the Offer to Purchase and related Letter of
Transmittal dated November 28, 2016, which were distributed to
holders of the Debentures.
As of 5:00 p.m., New York City
time, on December 9, 2016 (the "Early Tender Date"), $179,239,000
aggregate principal amount of Debentures (representing
approximately 64% of outstanding Debentures) had been validly
tendered (the "Early Tender Debentures"). On December 9, 2016,
Hercules accepted all Early Tender Debentures for purchase.
The settlement for the Early Tender Debentures occurred on December
12, 2016 (the "Early Settlement Date").
Holders of the Early Tender
Debentures received the Total Consideration of $975.00 (which
includes the Early Tender Premium of $20.00) for each $1,000
principal amount of such Debentures. In addition, Holders of the
Early Tender Debentures received accrued and unpaid interest up to,
but excluding, the Early Settlement Date in respect of the Early
Tender Debentures.
Holders validly tendering after
the Early Tender Date but before midnight, New York City time, on
December 23, 2016 (the "Expiration Date"), will be eligible to
receive the "Tender Offer Consideration" of $955.00 (which is the
Total Consideration minus the Early Tender Premium) for each $1,000
principal amount of such Debentures that are accepted for purchase.
In addition, Holders of such Debentures will also receive accrued
and unpaid interest up to, but excluding, the Final Settlement Date
(as defined below) in respect of all such Debentures. Any
Debentures tendered after the Early Tender Date may not be
withdrawn, except in limited circumstances. Settlement for
Debentures validly tendered after the Early Tender Date but at or
before the Expiration Date and accepted for purchase is expected to
occur promptly following the Expiration Date (expected to be
December 27, 2016) (the "Final Settlement Date"). Acceptance of the
Early Tender Debentures for purchase on the Early Tender Date was,
and acceptance of Debentures tendered after the Early Tender Date
but at or before the Expiration Date is, subject to the
satisfaction or waiver of certain conditions as set forth in the
Offer to Purchase.
This news release is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell the Debentures. The Tender Offer
is being made solely by means of the Offer to Purchase and related
Letter of Transmittal dated November 28, 2016. In those
jurisdictions where the securities, "blue sky" or other laws
require any tender offer to be made by a licensed broker or dealer,
the Tender Offer will be deemed to be made on behalf of Hercules by
the dealer manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Deutsche Bank Securities Inc. (the
"Dealer Manger") has been retained to serve as the dealer manager
for the Tender Offer. Questions regarding the Tender Offer may be
directed to the Dealer Manager by telephone at (855) 287-1922 (toll
free) or (212) 250-7527 (toll free), or in writing at 60 Wall
Street, New York, New York 10005, Attention: Liability
Management Group. Global Bondholder Services Corporation (the
"Information and Tender Agent") has been retained to serve as the
information agent and tender agent for the Tender Offer. Questions
regarding the procedures for tendering Debentures or for separating
CRESTSSM Units and
requests for documents may be directed to the Information and
Tender Agent by telephone at (212) 430-3774 (for banks and brokers)
or (866) 470-3800 (toll-free), by facsimile (for Eligible
Institutions only) at (212) 430-3775/3779 or in writing at 65
Broadway, Suite 404, New York, New York 10006, Attention:
Corporate Actions.
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 6,000
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. 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 businesses and Valvoline Inc.
("Valvoline"), the initial public offering of 34,500,000 shares of
Valvoline common stock (the "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, those
discussed under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Ashland's most
recent Form 10-K filed with the SEC, 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; regulatory,
market or other factors and conditions affecting the distribution
of Ashland's remaining interests in Valvoline; the potential for
disruption to Ashland's business in connection with the IPO,
Ashland's reorganization under a new holding company or the
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
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 its most recent Form 10-K
(including Item 1A Risk Factors) filed with the SEC, as well as
risks and uncertainties related to the separation that are
described in the Form S-4 filed by Ashland with the SEC on May 31,
2016, as amended and supplemented from time to time, 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 the Form S-1 filed
by Valvoline with the SEC on May 31, 2016, as amended and
supplemented from time to time, which is available 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, we and Ashland undertake no obligation to update any
forward-looking statements made in this Offer to Purchase whether
as a result of new information, future events or otherwise.
SM
Service mark, third-parties, registered in various countries.
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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