ash-8k_20201001.htm
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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):  October 1, 2020

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.)

 

8145 Blazer Drive

Wilmington, DE 19808

Registrant’s telephone number, including area code (302) 995-3000

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. 

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 $.01)

 

ASH

 

NYSE

 

 

 


 

Item 7.01.   Regulation FD Disclosure.

 

On October 1, 2020, Ashland Global Holdings, Inc. (“Ashland”) announced that Ashland LLC (“Seller”), a wholly owned subsidiary of Ashland, and AOC Materials LLC (“Buyer”) completed the previously announced sale of Seller’s maleic anhydride business and manufacturing facility in Neal, West Virginia to Buyer for $100 million. 

The closing of the sale of Seller’s maleic anhydride business to Buyer is discussed further in the news release attached hereto as Exhibit 99.1 and incorporated by reference herein.  

Forward-Looking Statements

This report 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 impact of acquisitions and/or divestitures Ashland has made or may make (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); severe weather, natural disasters, public-health crises (including the current COVID-19 pandemic), cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); the effects of the COVID-19 pandemic on the geographies in which we operate, the end markets we serve and on our supply chain and customers, and, 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. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. The extent and duration of the COVID-19 pandemic on our business and operations is uncertain. Factors that will influence the impact on our business and operations include the duration and extent of the pandemic, the extent of imposed or recommended containment and mitigation measures, and the general economic consequences of the pandemic. 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.

 

Item 9.01.   Financial Statements and Exhibits.

(d)

99.1

 

Exhibits

News Release dated October 1, 2020.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


 

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)

 

 

October 1, 2020

/s/ Peter J, Ganz

 

Peter J. Ganz

 

Senior Vice President, General Counsel and Secretary

 

 

3

ash-ex991_15.htm

Exhibit 99.1

 

 

News Release

 

 

 

Ashland completes sale of maleic anhydride business to AOC Materials, LLC for $100 million

 

WILMINGTON, Del., October 1, 2020 – Ashland Global Holdings Inc. (NYSE: ASH) today announced that it has closed the sale of its maleic anhydride business and manufacturing facility in Neal, West Virginia to AOC Materials LLC, for $100 million. 

 

“This sale furthers Ashland’s strategic focus on specialty ingredients and improved margins,” said Guillermo Novo, chairman and chief executive officer, Ashland. “I want to thank the employees of the maleic business for their important contributions to Ashland and wish them well as they transition to AOC.”

 

“We are pleased to bring this business into the AOC family,” said Joe Salley, chief executive officer, AOC.  “We welcome our new employees and we are excited about the strategic growth opportunities.”

 

Citi acted as financial advisor to Ashland, and Squire Patton Boggs LLP acted as legal advisor.

 

About Ashland 
Ashland Global Holdings Inc. (NYSE: ASH) is a premier global specialty materials company serving customers in a wide range of consumer and industrial markets, including adhesives, architectural coatings, automotive, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. At Ashland, we are approximately 4,600 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.  

 

About AOC

AOC is the leading global supplier of resins and specialty materials that enable customers to create robust, durable, and versatile products and components. With strong capabilities around the world in both manufacturing and science, the company works closely with customers to deliver unrivaled quality, service, and reliability for today, and create innovative solutions for tomorrow.   

 

 

 

 


Exhibit 99.1

FOR FURTHER INFORMATION:

 

Ashland

Investor Relations:Media Relations:

Seth A. MrozekCarolmarie C. Brown

+1 (302) 594-5010+1 (302) 995-3158

samrozek@ashland.com ccbrown@ashland.com

 

 

AOC

Media Relations:
Thomas Wegman

+31 38 4569565

thomas.wegman@aocresins.com