UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry Into a Material Definitive Agreement. |
On February 25, 2020, Valvoline Inc. (“Valvoline”) closed its previously announced notes offering (the “Offering”) of $600 million aggregate principal amount of its 4.250% senior notes due 2030 (the “Notes”). The Notes are unsecured obligations of Valvoline and are 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 to (i) fund the redemption of all of its outstanding 5.500% Senior Notes due 2024 at an aggregate redemption price of approximately $394 million (which includes an estimated redemption premium of approximately $16 million and unpaid accrued interest of approximately $3 million) and to pay related fees and expenses and (ii) repay $100 million of indebtedness under its term loan A facility. Valvoline intends to use the remaining net proceeds for general corporate purposes, which may include acquisitions, repayment of indebtedness, working capital and capital expenditures.
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.
The Notes were issued under the indenture dated as of February 25, 2020 (the “Indenture”), among Valvoline, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). 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 the Notes. 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, Valvoline may be required to offer to purchase the Notes from the holders thereof. The Notes issued under the Indenture may be redeemed at the option of Valvoline 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 descriptions of the materials terms of the Indenture and the Notes are qualified in their entirety by reference to this exhibit.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure required by this Item is included in Item 1.01 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |||
| 4.1 |
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| 104 |
Cover Page Interactive Data File (embedded within Inline XBRL document). | |||
SignatureS
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Valvoline Inc. | ||||||
| Dated: February 25, 2020 |
By: |
/s/ Julie M. O’Daniel | ||||
| Julie M. O’Daniel | ||||||
| Senior Vice President, Chief Legal Officer | ||||||
| & Corporate Secretary | ||||||