Ashland Global Holdings Inc.
ASHLAND GLOBAL HOLDINGS INC (Form: 8-K, Received: 03/20/2018 08:03:17)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

______________

FORM 8-K

______________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  March 20, 2018

ASHLAND GLOBAL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation) 

 

 

333-211719

 

 81-2587835

 

 

(Commission File Number) 

 

  (I.R.S. Employer Identification No.)

 

 

 

 

 

 

 

50 E. RiverCenter Boulevard

Covington, Kentucky 41011

Registrant’s telephone number, including area code (859) 815-3333

 

 

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)) 

 

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.    Regulation FD Disclosure

 

On March 20, 2018, Ashland Global Holdings Inc. (“Ashland” or the “Company”) announced that it will explore strategic alternatives for its Composites segment and for the butanediol (BDO) manufacturing facility in Marl, Germany, and related merchant Intermediates and Solvents (I&S) products.  Ashland intends to evaluate all options with respect to these assets, including a potential sale.

 

In addition, the Board of Directors authorized a new $1 billion common stock repurchase program, effective immediately. This new authorization replaces the Company’s previous repurchase program, which had $500 million remaining. Under the new program, the Company's common shares may be repurchased in open market transactions, privately negotiated transactions or pursuant to one or more accelerated stock repurchase programs or Rule 10b5-1 plans.  

 

A copy of the news release is attached to this Form 8-K as Exhibit 99.1, and is incorporated herein by reference solely for purposes of this Item 8.01 disclosure.

 

 

Item 9.01 .   Financial Statements and Exhibits

 

 

 (d)

 

Exhibits

 

 99.1

News Release dated March 20, 2018 .

 

 

 

 

 

 

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements 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. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, as well as the economy and other future events or circumstances. Ashland’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:  the potential strategic alternatives for its Composites segment and for the butanediol (BDO) manufacturing facility in Marl, Germany, and related merchant Intermediates and Solvents (I&S) products (including, in each case, the possibility that a transaction may not occur or that, if a transaction does occur, Ashland may not realize the anticipated benefits from such transaction), the impact of acquisitions and/or divestitures Ashland has made or may make, including the acquisition of Pharmachem (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); Ashland’s ability to generate sufficient cash to finance its stock repurchase plans; the potential that Ashland does not realize all of the expected benefits of the separation of its Valvoline business; the potential that the Tax Cuts and Jobs Act enacted on December 22, 2017, will have a negative impact on Ashland’s financial results; and

2

 


severe weather, natural disasters, cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters). Various risks and uncertainties may cause actual results to differ mat erially from those stated, projected or implied by any forward-looking statements, including, without limitation, risks and uncertainties affecting Ashland that are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with th e SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected her ein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K whether as a result of new information, future events or otherwise.

 

 

 

 

 

 

 

 

 


3

 


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.

 

 

ASHLAND GLOBAL HOLDINGS INC.

 

(Registrant)

 

 

 

 

March 20, 2018

/s/ Peter J. Ganz

 

Peter J. Ganz

 

Senior Vice President, General Counsel

   and Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

EXHIBIT 99.1

News Release

 

 

Ashland to explore strategic alternatives for Composites and for BDO manufacturing facility in Marl, Germany

 

Review aimed at creating more focused specialty chemicals company and enhancing shareholder value

 

Ashland expects to use net proceeds from potential sale primarily to repay debt and repurchase shares; Board of directors approves new $1 billion share repurchase authorization   

 

Company intends to take actions to eliminate stranded costs from potential sale of these assets

 

COVINGTON, KENTUCKY, March 20, 2018 – Ashland Global Holdings Inc. today announced the next step on its path toward creating the premier specialty chemicals company, with a more streamlined portfolio focused on specialty ingredients and improved margins that should generate enhanced value for shareholders.  

 

Ashland announced it will explore strategic alternatives for its Composites segment, as well as for the butanediol (BDO) manufacturing facility in Marl, Germany, and related merchant Intermediates and Solvents (I&S) products. Ashland intends to evaluate all options with respect to these assets, including a potential sale. The company plans to retain its BDO plant in Lima, Ohio, to ensure consistent supply for Ashland’s internal needs.

 

The company expects to use proceeds from a possible sale of these assets primarily for debt reduction and share repurchases. Ashland’s board of directors has approved a new $1 billion share repurchase authorization to provide flexibility. The new authorization replaces the previous authorization which had approximately $500 million remaining. Ashland intends to take action to eliminate stranded costs from a potential sale, consistent with similar past transactions.

 

“The decision to explore strategic options for these assets is consistent with Ashland’s vision of creating the premier specialty chemicals company," said Bill Wulfsohn, Ashland chairman and chief executive officer. “Given the strong performance of these businesses, as well as recent tax reform changes, we believe it is the right time to initiate this review. With a more streamlined and focused product portfolio, improved margins and reduced earnings volatility, Ashland will be better positioned to deliver sustained earnings growth and unlock significant value for shareholders. Over the past year, we have taken specific actions to sustain and grow Ashland’s premium mix while also improving our competitiveness, particularly within Specialty Ingredients. We have made important progress in a number of areas, and momentum is building. Our outlook for the year has not changed.”

 

1

 


EXHIBIT 99.1

Wulfsohn said he expects the combination of good financing availability, low interest rates , a healthy macroeconomic environment and tax reform tailwinds to create a supportive backdrop for a potential sale of these assets.

 

If Ashland decides to sell these assets, it would expect to sign an agreement by the end of calendar 2018. Ashland has retained Citi to assist in this strategic review process.

 

About Ashland  
Ashland Global Holdings Inc. (NYSE: ASH) is a premier global specialty chemicals company serving customers in a wide range of consumer and industrial markets, including adhesives, architectural coatings, automotive, construction, energy, food and beverage, personal care and pharmaceutical. At Ashland, we are approximately 6,500 passionate, tenacious solvers – from renowned scientists and research chemists to talented engineers and plant operators – who thrive on developing practical, innovative and elegant solutions to complex problems for customers in more than 100 countries. Visit ashland.com to learn more.  

 

C-ASH

 

Forward-Looking Statements

This news release contains forward-looking statements 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. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, as well as the economy and other future events or circumstances. Ashland’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: the potential strategic alternatives for its Composites segment and for the  butanediol (BDO) manufacturing facility in Marl, Germany, and related merchant Intermediates and Solvents (I&S) products (including, in each case, the possibility that a transaction may not occur or that, if a transaction does occur, Ashland may not realize the anticipated benefits from such transaction), the impact of acquisitions and/or divestitures Ashland has made or may make, including the acquisition of Pharmachem (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); Ashland’s ability to generate sufficient cash to finance its stock repurchase plans; the potential that Ashland does not realize all of the expected benefits of the separation of its Valvoline business; the potential that the Tax Cuts and Jobs Act enacted on December 22, 2017, will have a negative impact on Ashland’s financial results; and severe weather, natural disasters, cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters). Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements, including, without limitation, risks and uncertainties affecting Ashland that are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this news release whether as a result of new information, future events or otherwise.

2

 


EXHIBIT 99.1

 

™ Trademark, Ashland or its subsidiaries, registered in various countries.

 

FOR FURTHER INFORMATION:

 

Media Relations: 
Gary Rhodes 
+1 (859) 815-3047

glrhodes@ashland.com

 

Investor Relations:

Seth A. Mrozek

+1 (859) 815-3527

samrozek@ashland.com

 

  

3