Item 1.01. Entry into a Material Definitive Agreement.
On January 23, 2020, Ashland Global Holdings Inc. ("Ashland") announced the
closing of the offering (the "Notes Offering") by Ashland Services B.V. (the
"Issuer"), a wholly owned subsidiary of Ashland, of €500 million (approximately
$560 million) aggregate principal amount of its 2.000% senior euro-denominated
notes due 2028 (the "Notes"). The Notes are senior unsecured obligations of the
Issuer. The Notes are initially guaranteed on an unsecured basis by each of
Ashland and Ashland LLC, a wholly owned subsidiary of Ashland (together, the
"Guarantees").
The Notes were offered in the United States to (i) qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and (ii) to non-U.S. persons outside the United States
pursuant to Regulation S under the Securities Act. The Notes and the Guarantees
have not been, and will not be, registered under the Securities Act or the
securities laws of any other jurisdiction, and may not be offered or sold in the
United States or to U.S. persons without registration under the Securities Act
or the securities laws of any other jurisdiction or an applicable exemption from
the registration requirements.
On January 23, 2020, Ashland entered into an indenture (the "Indenture") among
the Issuer, Ashland, as Guarantor, Ashland LLC, as Guarantor, and U.S. Bank
National Association, as Trustee, in connection with the Notes Offering.
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 all the Notes issued thereunder. 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, the Issuer may be required to offer to purchase the Notes from
the holders thereof. The Notes are not otherwise required to be repaid prior to
maturity, although they may be redeemed at the option of the Issuer at any time
prior to their maturity in the manner specified in the Indenture.
The Indenture is filed as Exhibit 4.1 to this Form 8-K and is incorporated
herein by reference. The description of the material terms of the Indenture and
the Notes is qualified in its entirety by reference to such exhibit.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Form 8-K is incorporated
herein by reference.
Item 8.01. Other Events.
The net proceeds of the Notes Offering, together with other funds of Ashland LLC
or its subsidiaries, were used to purchase in cash tender offers an aggregate
principal amount of $671,209,000 of Ashland LLC's outstanding 4.750% Senior
Notes due 2022, an aggregate principal amount of $25,000 of Hercules LLC's
outstanding 6.600% Debentures due 2027, an aggregate principal amount of
$92,153,000 of Ashland LLC's outstanding 6.875% Senior Notes due 2043 and an
aggregate principal amount of $2,925,000 of Hercules LLC's outstanding 6.500%
Junior Subordinated Debentures due 2029 (the "Tender Offers").
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A copy of the news release announcing closing of the Notes Offering and a copy
of the news release announcing the early settlement of the Tender Offers are
hereby incorporated by reference and attached hereto as Exhibit 99.1 and 99.2,
respectively.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
(d) Exhibits
4.1 Indenture dated January 23, 2020, among Ashland Services B.V.,
Ashland Global Holdings Inc., Ashland LLC and U.S. Bank National
Association, as trustee, in respect of the Senior Euro-Denominated
Notes due 2028.
99.1 News Release announcing Closing of the Notes Offering dated
January 23, 2020.
99.2 News Release announcing Early Settlement of the Tender Offers
dated January 23, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Forward Looking Statements
This Form 8-K 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, as well as the economy and other future events or circumstances.
These statements include, but may not be limited to, statements about the Notes
Offering. 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, 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 Form 8-K whether as a result of new information, future
events or otherwise.
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