On February 5, 2015, Ashland Inc. (the “Predecessor Registrant”) filed a registration statement on Form S-8 (File No. 333-201895) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 2,475,000 shares of the Predecessor Registrant’s common stock, par value $0.01 per share (“Predecessor Common Stock”), issuable to eligible employees and qualified non-employee directors of the Predecessor Registrant pursuant to the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (formerly known as the 2015 Ashland Inc. Incentive Plan, as amended and restated as of July 15, 2015) (the “Prior Plan”).  The Registration Statement also covered such additional shares of Predecessor Common Stock required in the event of a stock split, stock dividend or similar transaction that resulted in an increase in the number of shares of Predecessor Common Stock.  The Predecessor Registrant paid a registration fee of $33,576.72 at that time to register the securities issuable under the Prior Plan.

On September 20, 2016, Ashland Global Holdings Inc., a Delaware corporation (“Ashland”), as the successor registrant to the Predecessor Registrant, filed Post-Effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) with the Commission.  Such succession occurred as part of a planned internal reorganization of the Predecessor Registrant by which a wholly-owned subsidiary of Ashland was merged into the Predecessor Registrant (the “Merger”).  As a result of the Merger, Ashland became the parent holding company of the Predecessor Registrant.  Pursuant to the Merger, the outstanding shares of Predecessor Common Stock were exchanged on a one-for-one basis for shares of common stock of Ashland, par value $0.01 per share (“Ashland Common Stock”).  As a result, the shares of Ashland Common Stock were owned, immediately after the Merger, by the Predecessor Registrant’s shareholders in the same proportion as their ownership of the shares of Predecessor Common Stock immediately prior to the Merger.  Each person that held rights to purchase or otherwise acquire shares of Predecessor Common Stock under any stock appreciation right, performance share award, restricted share award, restricted stock unit, common stock unit, deferred stock unit, option or other incentive award or deferral covering shares of Predecessor Common Stock, whether vested or not vested, that were outstanding under each equity incentive or deferred compensation plan of the Predecessor Registrant immediately prior to the Merger held rights to purchase or otherwise acquire a corresponding number of shares of Ashland Common Stock.  Pursuant to Amendment No. 1, Ashland adopted the Registration Statement as its own registration statement except to the extent amended by Amendment No. 1, for all purposes of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act of 1934, as amended.
 

On November 16, 2017, the board of directors of Ashland adopted, subject to stockholder approval, the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Omnibus Plan”).  On January 25, 2018 (the “Effective Date”), the 2018 Omnibus Plan was approved by Ashland’s stockholders at the 2018 Annual Meeting of Stockholders of Ashland.  Pursuant to the terms of the 2018 Omnibus Plan, as of the Effective Date, no new shares of Ashland Common Stock may be issued under the Prior Plan.  The 2018 Omnibus Plan provides that the following may be delivered pursuant to awards granted under the 2018 Omnibus Plan: (i) 3,311,779 shares of Ashland Common Stock plus (ii) any shares of Ashland Common Stock that remained available for future grants of awards under the Prior Plan as of the Effective Date plus (iii) any shares of Ashland Common Stock subject to awards granted under the Prior Plan to the extent such awards are forfeited after the Effective Date.

Pursuant to the undertaking that Ashland disclose a material change in the plan of distribution, Ashland is filing this Post-Effective Amendment No. 2 to the Registration Statement (“Amendment No. 2”) to reflect that the previously registered shares of Ashland Common Stock that remained available for future grants of awards under the Prior Plan as of the Effective Date are being carried forward for issuance under the 2018 Omnibus Plan.  In addition, as awards currently outstanding under the Prior Plan are forfeited, a corresponding number of shares of Ashland Common Stock registered pursuant to this Registration Statement will automatically be added to the number of shares of Ashland Common Stock that may be issued under the 2018 Omnibus Plan.  No additional shares of Ashland Common Stock are being registered hereby.

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EXHIBIT 5.1

Ashland Global Holdings Inc.

50 E. RiverCenter Blvd.
Covington, Kentucky 41011

February 2, 2018

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

/s/ Ernst & Young LLP

Cincinnati, Ohio

January 30, 2018

EXHIBIT 23.3