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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