Item 1.01. Entry into a Material Definitive Agreement.
On August 18, 2021, Ashland Global Holdings Inc. ("Ashland") announced the
closing of the offering (the "Notes Offering") by Ashland LLC (the "Issuer"), a
wholly owned subsidiary of Ashland, of $450 million aggregate principal amount
of its 3.375% senior notes due 2031 (the "Notes"). The Notes are senior
unsecured obligations of the Issuer. The Notes are initially guaranteed on an
unsecured basis by Ashland (the "Guarantee").
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 Guarantee
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,
the securities laws of any other jurisdiction or an applicable exemption from
the registration requirements.
On August 18, 2021, Ashland entered into an indenture (the "Indenture") among
the Issuer, Ashland, 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.
On August 18, 2021, Ashland issued a news release (the "News Release") relating
to the completion of the Notes Offering.
A copy of the News Release is hereby incorporated by reference and attached
hereto as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
(d) Exhibits
4.1 Indenture dated August 18, 2021, among Ashland LLC, Ashland Global
Holdings Inc. and U.S. Bank National Association, as trustee, in
respect of the Notes due 2028.
99.1 News Release announcing Closing of the Notes Offering dated August
18, 2021.
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
report to shareholders, 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,
financial condition and expected effects of the COVID-19 pandemic on Ashland's
business, operating cash flow and liquidity, 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 and the use of proceeds
therefrom, including in connection with the refinancing. Various risks and
uncertainties may cause actual results to differ materially from those stated,
projected or implied by any forward-looking statements. The extent and duration
of the COVID-19 pandemic on Ashland's business and operations is uncertain.
Factors that will influence the impact on Ashland's business and operations
include, 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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