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): August 3, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|
|
|
|
||
|
(Commission File Number)
|
( I.R.S. Employer Identification No.) |
(Address of Principal executive offices)
(Zip Code)
(302 ) 995-3000
(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))
|
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
|
Item 8.01. Other Events.
Proposed Notes Offering
On August 3, 2021, Ashland Global Holdings Inc. (“Ashland”) announced that its indirect, wholly owned subsidiary, Ashland LLC, has commenced a proposed offering (the “Notes
Offering”) of $450 million aggregate principal amount of senior notes (the “Notes”). The Notes will be senior unsecured obligations of Ashland LLC.
The Notes will initially be guaranteed on an unsecured basis by Ashland (the “Guarantee”).
Ashland intends to use the net proceeds of the Notes Offering (after deducting initial purchasers’ discounts and other fees and expenses) to redeem its outstanding 4.750%
Senior Notes due 2022 and pay any premiums, penalties, fees and expenses associated therewith (the “Refinancing”), with any remaining net proceeds to be held as cash on the balance sheet and used for general corporate purposes, which may include
working capital and capital expenditures and repayment of indebtedness.
The Notes will be offered in the United States to (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and (ii) to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the Guarantee have not been, and will not be, registered under the Securities Act or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States or to U.S. persons without registration under the Securities Act or the securities laws of any other jurisdiction or an applicable exemption from the registration requirements.
A copy of the news release announcing the commencement of the Notes Offering is hereby incorporated by reference and attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
|
|
(d)
|
Exhibits
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
Forward Looking Statements
This Form 8-K contains forward-looking statements. 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. In addition, Ashland may from time to time make
forward-looking statements in its annual report to shareholders, 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, financial condition and expected effects of the COVID-19 pandemic on Ashland’s business, operating cash flow and liquidity, as well as the economy
and other future events or circumstances. These statements include, but may not be limited to, statements about the potential Notes Offering and the use of proceeds therefrom, including in connection with the Refinancing. 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 Ashland’s business and operations is uncertain. Factors that
will influence the impact on Ashland’s business and operations include, without limitation, risks and uncertainties affecting Ashland that are described in its 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 Form 8-K whether as a result of new information, future events or otherwise.
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)
|
|
August 3, 2021
|
|
/s/ J. Kevin Willis
|
|
|
J. Kevin Willis
|
|
|
|
Senior Vice President and
Chief Financial Officer
|
|
Exhibit 99.1
|
News Release
|
 |
Ashland Global Holdings Inc. announces offering of senior notes by Ashland LLC
WILMINGTON, Del., August 3, 2021 – Ashland Global Holdings Inc. (NYSE: ASH) today announced the intention of its indirect, wholly owned subsidiary Ashland LLC to offer $450 million
aggregate principal amount of senior notes (the “Notes”). The Notes will be senior unsecured obligations of Ashland LLC.
The Notes will initially be guaranteed on an unsecured basis by Ashland Global Holdings Inc. (the “Guarantee”).
Ashland intends to use the net proceeds of the offering (after deducting initial purchasers’ discounts and other fees and expenses) to redeem its obligations under its outstanding
4.750 percent senior notes due 2022, and to pay any premiums, penalties, fees and expenses associated therewith (the “Refinancing”), with any remaining net proceeds to be held as cash on the balance sheet and used for general corporate purposes,
which may include working capital and capital expenditures and repayment of indebtedness.
The Notes will be offered in the United States to (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and
(ii) to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the Guarantee have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction,
and may not be offered or sold in the United States or to U.S. persons without registration under the Securities Act or the securities laws of any other jurisdiction or an applicable exemption from the registration requirements.
This news release shall not constitute an offer to sell, or a solicitation of an offer to buy, any security, including the Notes, in any jurisdiction in which such offer,
solicitation, or sale would be unlawful.
About Ashland
Ashland Global Holdings Inc. (NYSE: ASH) is a premier specialty materials company with a conscious and proactive mindset for sustainability. The company serves 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. Approximately 4,200 passionate, tenacious solvers – from
renowned scientists and research chemists to talented engineers and plant operators – thrive on developing practical, innovative and elegant solutions to complex problems for customers in more than 100 countries. Visit www.ashland.com and Ashland | Sustainability Overview to learn more.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act 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. In addition, Ashland may from time to time make forward-looking statements in its annual report to shareholders, 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 Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating
performance, financial condition and expected effects of the COVID-19 pandemic on Ashland’s business, operating cash flow and liquidity, as well as the economy and other future events or circumstances. These statements include, but may not be limited
to, statements about the potential Notes offering and the use of proceeds therefrom, including in connection with the Refinancing. 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, without limitation, risks and
uncertainties affecting Ashland that are described in its 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. Information on Ashland’s website is not incorporated into or a part of this news release.
™ Trademark, Ashland or its subsidiaries, registered in various countries.
FOR FURTHER INFORMATION:
|
Investor Relations:
|
Media Relations:
|
|
Seth A. Mrozek
|
Carolmarie C. Brown
|
|
+1 (302) 594-5010
|
1 (302) 995-3158
|
|
samrozek@ashland.com
|
ccbrown@ashland.com
|