Item 8.01. Other Events.
On December 15, 2020, Valvoline Inc. ("Valvoline") issued a press release
announcing that it had commenced an offering of $535 million aggregate principal
amount of its 3.625% senior notes due 2031 (the "Notes"). Subsequently, on
December 15, 2020, Valvoline issued a press release announcing that it had
priced the offering of the Notes. The Notes will be unsubordinated 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 the net proceeds from this offering, together with cash and cash
equivalents on hand, to fund the redemption of all of its outstanding 4.375%
Senior Notes due 2025 at an aggregate redemption price of approximately $840
million (which includes an estimated redemption premium of approximately $26
million and unpaid accrued interest of approximately $14 million) and to pay
related fees and expenses. The offering is expected to close on January 4, 2021,
subject to customary closing conditions.
The Notes have not been and will not be registered under the Securities Act of
1933, as amended (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.
Copies of the press releases announcing the commencement and pricing 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
Press Release announcing the commencement of the Notes offering dated
99.1 December 15 , 2020.
Press Release announcing the pricing of the Notes offering dated December
99.2 15, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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