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.
