Item 8.01. Other Events.

On May 8, 2020, Valvoline Inc. ("Valvoline") issued a press release announcing that it had commenced an offering of $300 million aggregate principal amount of its 4.375% senior notes due 2025 (the "Notes"), as an add-on to its existing issue in such series of $400 million (the "Existing 2025 Notes"). Subsequently, on May 8, 2020, Valvoline issued a press release announcing that it had priced the offering of the Notes and upsized the offering from $300 million to $400 million aggregate principal amount. The Notes will have the same terms as the Existing 2025 Notes, except that the Existing 2025 Notes are registered under the Securities Act of 1933, as amended (the "Securities Act"), and certain transfer restrictions, registration rights and additional interest provisions that will apply to the Notes do not apply to the Existing 2025 Notes. The Notes will be unsecured obligations of Valvoline and will be guaranteed on an unsubordinated unsecured basis by each of Valvoline's subsidiaries that guarantees Valvoline's obligations under its existing senior secured credit facilities. Valvoline intends to use all of the net proceeds from this offering to repay borrowings under its senior secured revolving credit facility. The offering is expected to close on May 22, 2020, subject to customary closing conditions.

The Notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes will be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

Copies of the press releases announcing the commencement and pricing and upsizing of the Notes offering are hereby incorporated by reference and attached hereto as Exhibits 99.1 and 99.2, respectively.



Item 9.01.         Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.        Description of Exhibit
99.1                 Press Release announcing the commencement of the Notes offering dated May 8,
                   2020.
99.2                 Press Release announcing the pricing and upsizing of the Notes offering
                   dated May 8, 2020.
104                Cover Page Interactive Data File (embedded within the Inline XBRL document)



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