LEXINGTON, Ky.--(BUSINESS WIRE)--
Valvoline Inc. (“Valvoline”) (NYSE:VVV) announced today that on May 12,
2017 Ashland Global Holdings Inc. (“Ashland”) (NYSE: ASH) completed the
previously announced distribution of 170,000,000 shares of common stock
of Valvoline as a pro rata dividend on shares of Ashland common stock
outstanding at the close of business on the record date of May 5, 2017.
Valvoline will join the S&P MidCap 400 Index effective May 16, 2017.
Based on the shares of Ashland common stock outstanding as of May 5,
2017, the record date for the distribution, each share of Ashland common
stock received 2.745338 shares of Valvoline common stock in the
distribution.
Fractional shares of Valvoline common stock were not distributed to
Ashland stockholders. Instead, the fractional shares of Valvoline common
stock will be aggregated and sold in the open market, with the net
proceeds distributed pro rata in the form of cash payments to Ashland
stockholders who would otherwise receive Valvoline fractional shares.
The distribution was structured to qualify as a tax-free distribution to
Ashland stockholders for U.S. federal income tax purposes. Cash received
in lieu of fractional shares will, however, be taxable. Ashland
stockholders should consult their tax advisors with respect to U.S.
federal, state, local and foreign tax consequences of the distribution.
“Now, as both an independent company and an iconic 150-year-old brand,
we are well-positioned for growth in the U.S. and around the world,”
said Sam Mitchell, Valvoline’s chief executive officer. “Our entire
organization is very excited and focused on the opportunities that lie
ahead of us as we build the world’s leading engine and automotive
maintenance business.”
About ValvolineTM
Valvoline Inc. is a leading worldwide producer and distributor of
premium-branded automotive, commercial and industrial lubricants, and
automotive chemicals. Valvoline ranks as the #2 quick-lube chain by
number of stores and #3 passenger car motor oil brand in the DIY market
by volume in the United States. The brand operates and franchises more
than 1,070 Valvoline Instant Oil ChangeSM centers in the
United States. It also markets ValvolineTM lubricants and
automotive chemicals; MaxLifeTM lubricants created for
higher-mileage engines, SynPowerTM synthetic motor oil; and
ZerexTM antifreeze. Visit www.valvoline.com
to learn more.
Forward-Looking Statements
This news release contains forward-looking statements including 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 (the
“Exchange Act”). All statements, other than statements of historical
facts, contained in this news release, including statements regarding
our industry, position, goals, strategy, future operations, financial
position, revenues, estimated costs, prospects, margins, profitability,
capital expenditures, liquidity, capital resources, dividends, plans and
objectives of management are forward-looking statements. Valvoline TM
has identified some of these forward-looking statements with words such
as “anticipates,” “believes,” “expects,” “estimates,” “is likely,”
“predicts,” “projects,” “forecasts,” “may,” “will,” “should” and
“intends” and the negative of these words or other comparable
terminology. In addition, Valvoline may from time to time make
forward-looking statements in its annual report, quarterly reports and
other filings with the Securities and Exchange Commission (“SEC”), news
releases and other written and oral communications. These
forward-looking statements are based on Valvoline’s current expectations
and assumptions regarding, as of the date such statements are made,
Valvoline’s future operating performance and financial condition,
including Valvoline’s separation from Ashland (the “Separation”) and
Valvoline’s future financial and operating performance, strategic and
competitive advantages, leadership and future opportunities, as well as
the economy and other future events or circumstances. Valvoline’s
expectations and assumptions include, without limitation, internal
forecasts and analyses of current and future market conditions and
trends, management plans and strategies, operating efficiencies and
economic conditions (such as prices, supply and demand, cost of raw
materials, and the ability to recover raw-material cost increases
through price increases), and risks and uncertainties associated with
the following: demand for Valvoline’s products and services; sales
growth in emerging markets; the prices and margins of Valvoline’s
products and services; the strength of Valvoline’s reputation and brand;
Valvoline’s ability to develop and successfully market new products and
implement its digital platforms; Valvoline’s ability to retain its
largest customers; potential product liability claims; achievement of
the expected benefits of the Separation; Valvoline’s substantial
indebtedness (including the possibility that such indebtedness and
related restrictive covenants may adversely affect Valvoline’s future
cash flows, results of operations, financial condition and Valvoline’s
ability to repay debt) and other liabilities; operating as a stand-alone
public company; Valvoline’s ongoing relationship with Ashland; and the
impact of acquisitions and/or divestitures Valvoline has made or may
make (including the possibility that Valvoline may not realize the
anticipated benefits from such transactions or difficulties with
integration). These forward-looking statements are subject to a number
of known and unknown risks, uncertainties and assumptions. In light of
these risks, uncertainties and assumptions, the forward-looking events
and circumstances discussed in this news release may not occur, and
actual results could differ materially and adversely from those
anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of
future events. Although Valvoline believes that the expectations
reflected in these forward-looking statements are reasonable, Valvoline
cannot guarantee future results, level of activity, performance or
achievements. In addition, neither Valvoline nor any other person
assumes responsibility for the accuracy and completeness of any of these
forward-looking statements. In light of the significant uncertainties in
these forward-looking statements, you should not regard these statements
as a representation or warranty by Valvoline or any other person that
Valvoline will achieve its objectives and plans in any specified time
frame, or at all. These forward-looking statements speak only as of the
date of this news release.
Other important factors that could cause actual results to differ
materially from those contained in these forward-looking statements are
discussed under “Use of estimates, risks and uncertainties” in Note 2 of
Notes to Consolidated Financial Statements and in “Item 1A. Risk
Factors” in Valvoline’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2016, filed with the SEC, which is available on
Valvoline’s website at http://www.valvoline.com
or on the SEC’s website at http://www.sec.gov.
Any references to our website are intended to be inactive textual
references only, and information on Valvoline’s website is not
incorporated into or a part of this news release. Except as required by
law, Valvoline assumes no obligation to update or revise these
forward-looking statements for any reason, even if new information
becomes available in the future. All forward-looking statements
attributable to Valvoline are expressly qualified in their entirety by
these cautionary statements as well as others made in this news release
and hereafter in our other SEC filings and public communications. You
should evaluate all forward-looking statements made by us in the context
of these risks and uncertainties.
TM Trademark, Valvoline or its subsidiaries, registered in
various countries
SM Service mark, Valvoline or its
subsidiaries, registered in various countries
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Source: Valvoline Inc.