Item 1.01 Entry Into a Material Definitive Agreement.
On May 22, 2020, Valvoline Inc. ("Valvoline") closed its previously announced
notes offering (the "Offering") of $400 million aggregate principal amount of
its 4.375% senior notes due 2025 (the "Notes"), conducted as an add-on to its
existing issue in such series of $400 million (the "Existing 2025 Notes"). 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 are unsecured obligations of Valvoline and
are guaranteed on an unsubordinated unsecured basis by each of Valvoline's
subsidiaries that guarantees Valvoline's obligations under its existing senior
secured credit facilities (together, the "Subsidiary Guarantors"). Valvoline
intends to use all of the net proceeds from this offering to repay borrowings
under its senior secured revolving credit facility.
The Notes have not been registered under the Securities Act, 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.
The Notes were issued under the indenture dated as of August 8, 2017 (the
"Indenture"), among Valvoline, the Subsidiary Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). The Indenture contains customary events
of default for similar debt securities, which if triggered may accelerate
payment of principal, premium, if any, and accrued but unpaid interest on the
Notes. Such events of default include non-payment of principal and interest,
non-performance of covenants and obligations, default on other material debt,
and bankruptcy or insolvency. If a change of control repurchase event as
described in the Indenture occurs, Valvoline may be required to offer to
purchase the Notes from the holders thereof. The Notes issued under the
Indenture may be redeemed at the option of Valvoline at any time prior to their
maturity in the manner specified in the Indenture.
On May 22, 2020, in connection with the Offering, Valvoline, the Subsidiary
Guarantors and BofA Securities, Inc., as representative of the several initial
purchasers of the Notes, entered into a registration rights agreement (the
"Registration Rights Agreement"). Pursuant to the Registration Rights Agreement,
Valvoline and the Subsidiary Guarantors have agreed, among other things, and
subject to certain restrictions and conditions, to file a registration statement
under the Securities Act to permit either the exchange of the Notes for
registered notes having terms substantially identical to those of the Notes
(except that the registered notes will not be subject to restrictions on
ownership and transfer or provide for any additional interest) or, in the
alternative, the registered resale of the Notes by holders of the Notes.
The Indenture and the Registration Rights Agreement are filed as Exhibits 4.1
and 4.2, respectively, to this Form 8-K and are incorporated herein by
reference. The descriptions of the materials terms of the Indenture, the Notes
and the Registration Rights Agreement are qualified in their entirety by
reference to these exhibits.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this Item is included in Item 1.01 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
4.1 Indenture dated as of August 8, 2017 , among Valvoline Inc., the
guarantors thereto and U.S. Bank National Association, as Trustee (incorporated
by reference to Exhibit 4.1 to Valvoline's Quarterly Report on Form 10-Q (File
No. 001-37884) filed on August 8, 2017).
4.2* Registration Rights Agreement dated as of May 22, 2020, among Valvoline Inc.,
the guarantors thereto and BofA Securities, Inc., as representative of the
several initial purchasers.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
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