ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 8, 2020

__________________________________

(Exact name of registrant as specified in its charter)

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Kentucky

001-37884

30-0939371

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

(Address of Principal Executive Offices)

(Registrant’s telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

VVV

New York Stock Exchange

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 8.01.			Other Events.

On May 8, 2020, Valvoline Inc. (“Valvoline”) issued a press release announcing that it had commenced an offering of $300 million aggregate principal amount of its 4.375% senior notes due 2025 (the “Notes”), as an add-on to its existing issue in such series of $400 million (the “Existing 2025 Notes”). Subsequently, on May 8, 2020, Valvoline issued a press release announcing that it had priced the offering of the Notes and upsized the offering from $300 million to $400 million aggregate principal amount. The Notes will have the same terms as the Existing 2025 Notes, except that the Existing 2025 Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain transfer restrictions, registration rights and additional interest provisions that will apply to the Notes do not apply to the Existing 2025 Notes. The Notes will be 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 all of the net proceeds from this offering to repay borrowings under its senior secured revolving credit facility. The offering is expected to close on May 22, 2020, subject to customary closing conditions.

The Notes have not been registered under the Securities Act of 1933 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 and upsizing 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
99.1			Press Release announcing the commencement of the Notes offering dated May 8, 2020.
99.2			Press Release announcing the pricing and upsizing of the Notes offering dated May 8, 2020.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: May 8, 2020	By:	/s/ Julie M. O'Daniel
		Julie M. O'Daniel
		Senior Vice President, Chief Legal Officer & Corporate Secretary