Item 1.01. Entry into a Material Definitive Agreement.
On September 2, 2021, Ashland Global Holdings Inc. ("Ashland") entered into an
uncollared accelerated share repurchase agreement (the "ASR Agreement") with
JPMorgan Chase Bank, National Association ("JPM") to repurchase an aggregate of
$450 million of Ashland's common stock (the "Repurchase"). The Repurchase is
part of Ashland's $1 billion stock repurchase authorization approved in fiscal
2018 of which $800 million is outstanding prior to giving effect to the
Repurchase.
Under the terms of the ASR Agreement, Ashland will make a $450 million payment
to JPM and receive from JPM an initial delivery of approximately 3.9 million
shares of Ashland's common stock, based on current market prices. The final
number of shares to be repurchased will be based on the volume-weighted average
stock price of Ashland's common stock during the term of the transaction, less a
discount and subject to adjustments pursuant to the terms and conditions of the
ASR Agreement. At settlement, under certain circumstances, JPM may be required
to deliver additional shares of common stock to Ashland, or under certain
circumstances, Ashland may be required to deliver shares of common stock or to
make a cash payment, at its election, to JPM. The ASR Agreement is scheduled to
terminate no later than March 31, 2022 but may be terminated early in certain
circumstances.
The ASR Agreement contains customary terms for these types of transactions,
including, but not limited to, the mechanisms to determine the number of shares
or the amount of cash that will be delivered at settlement, the required timing
of delivery of the shares, the specific circumstances under which adjustments
may be made to the transactions, the specific circumstances under which the
transactions may be terminated prior to its scheduled maturity, the specific
circumstances under which the transactions may be subject to postponements or
extensions and various acknowledgements, representations and warranties made by
Ashland and JPM, as applicable, to one another.
From time to time, JPM and/or its affiliates have directly and indirectly
engaged, and may engage in the future, in investment and/or commercial banking
transactions with Ashland for which they have received, or may receive,
customary compensation, fees and expense reimbursement.
The foregoing description of the ASR Agreement does not purport to be complete
and is qualified in its entirety by reference to the ASR Agreement, a copy of
which is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description of Exhibit
Number
10.1 Master Confirmation - Uncollared Accelerated Share
Repurchase, dated September 2, 2021, between Ashland Global
Holdings Inc. and JPMorgan Chase Bank, National Association
104 Cover Page Interactive Data File (embedded within the Inline
XBRL Document).
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Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. 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. Ashland may from time to time make
forward-looking statements in its annual reports, quarterly reports and other
filings with the U.S. Securities and Exchange Commission (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, as well as the economy and other future events or circumstances.
These statements include, but may not be limited to, statements about the stock
repurchase programs, including the expected completion dates and dollar amounts
of the repurchase. Various risks and uncertainties may cause actual results to
differ materially from those stated, projected or implied by any forward-looking
statements, including Ashland's ability to generate sufficient cash to finance
its stock repurchase program, any delay in the receipt of regulatory approvals
for the sale of the performance adhesives business and or delay in the
satisfaction of other closing conditions. The extent and duration of the
COVID-19 pandemic on our business and operations is uncertain. Factors that
will influence the impact on our 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 report
whether because of new information, future events or otherwise.
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