true000167486200016748622022-02-282022-02-28

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2022

 

 

ASHLAND GLOBAL HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			333-211719	81-2587835
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
8145 Blazer Drive
Wilmington, Delaware				19808
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 302 995-3000

 

(Former Name or Former Address, if Changed Since Last Report)

 

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 $.01 per share		ASH		The 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. ☐

 

 

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Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 28, 2022, Ashland Global Holdings Inc. (“Ashland”) filed a Current Report on Form 8-K (the “Original Report”) to report that Ashland LLC, an indirect and wholly-owned subsidiary of Ashland, has completed the previously announced sale of certain assets of the segment of Ashland known as “Performance Adhesives” (the “Business”) to Arkema SA for $1,650,000,000 in cash, subject to a working capital adjustment, plus the assumption by Arkema SA of certain liabilities of the Business. This Current Report on Form 8-K/A (“Amendment”) is being filed as an amendment to the Original Report. This Amendment is being filed to provide the historical unaudited pro forma financial information of Ashland, adjusted to reflect the disposition of the Business, as required by Item 9(b) of Form 8-K, that was not available for inclusion with the Original Report.

Item 9.01 Financial Statements and Exhibits.

b) Pro forma financial information.

 

The unaudited condensed proforma financial statements of Ashland Global Holdings Inc. and its consolidated subsidiaries as of December 31, 2021.

 

(d)	Exhibits
99.1	Ashland Global Holdings Inc. Unaudited Condensed Pro Forma Financial Information.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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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 thereunto duly authorized.

			ASHLAND GLOBAL HOLDINGS INC.
Date:	March 3, 2022	By:	/s/ J. Kevin Willis
			J. Kevin Willis Senior Vice President and Chief Financial Officer

 

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Exhibit 99.1

 

 

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION

 

 

On February 28, 2022, Ashland Global Holdings Inc. announced it has completed the previously announced sale of its Performance Adhesives business to Arkema in an all-cash transaction valued at approximately $1.65 billion. The following unaudited condensed consolidated pro forma balance sheet is based upon the historical financial statements of Ashland Global Holdings Inc. and its consolidated subsidiaries (Ashland), adjusted to reflect the disposition of the Performance Adhesives business. The following unaudited condensed consolidated pro forma balance sheet of Ashland should be read in conjunction with the related notes and with the historical consolidated financial statements of Ashland and the related notes included in previous filings with the Securities and Exchange Commission. The unaudited condensed pro forma consolidated balance sheet reflects the separation of the Performance Adhesives business as if it occurred on December 31. The pro forma adjustments, described in the related notes, are based on the best available information and certain assumptions that Ashland management believe are reasonable.

 

The unaudited condensed consolidated pro forma balance sheet is provided for illustrative purposes only and is not necessarily indicative of the financial position that would have occurred had the disposition of the Performance Adhesives business closed on December 31, 2021. Readers should not rely on the unaudited condensed consolidated pro forma balance sheet as being indicative of the financial position that it will experience after the transaction closes.

 

Ashland has not included unaudited condensed consolidated pro forma statements of consolidated income herein as the transaction has already been reflected as a component of discontinued operations within Ashland’s historical financial statements, including Ashland’s interim financial statements within its Quarterly Report on Form 10-Q for the December 31, 2021 period and Ashland’s annual consolidated financial statements included in its 2021 Annual Report on Form 10-K.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Ashland Global Holdings Inc. and Consolidated Subsidiaries										Table 1
UNAUDITED CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET
December 31, 2021
						(a)
(In millions)		Historical				Performance Adhesives				Pro Forma
ASSETS
Current assets
Cash and cash equivalents		$	194			$	1,015			$	1,209
Accounts receivable			340								340
Inventories			530								530
Other assets			66								66
Held for sale			604				(600	)			4
Total current assets			1,734				415				2,149
Noncurrent assets
Property, plant and equipment
Cost			3,070								3,070
Accumulated depreciation			1,669								1,669
Net property, plant and equipment			1,401				-				1,401
Goodwill			1,411								1,411
Intangibles			1,068								1,068
Operating lease assets, net			117								117
Restricted Investments			390								390
Asbestos insurance receivable			132								132
Deferred income taxes			30								30
Other assets			266								266
Held for sale			-								-
Total noncurrent assets			4,815				-				4,815
Total assets		$	6,549			$	415			$	6,964
LIABILITIES AND EQUITY
Current liabilities
Short-term debt		$	376			$	(376	)		$	-
Current portion of long-term debt			13								13
Trade and other payables			236								236
Accrued expenses and other liabilities			214				375				589
Current operating lease obligations			22								22
Held for sale			47				(47	)			-
Total current liabilities			908				(48	)			860
Noncurrent liabilities
Long-term debt			1,580				(249	)			1,331
Asbestos litigation reserve			472								472
Deferred income taxes			238				(22	)			216
Employee benefit obligations			145				(1	)			144
Operating lease obligations			104								104
Other liabilities			339								339
Held for sale			-								-
Total noncurrent liabilities			2,878				(272	)			2,606
Equity			2,763				735				3,498
Total liabilities and equity		$	6,549			$	415			$	6,964

See Notes to Unaudited Condensed Consolidated Pro Forma Financial Statements.

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ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

 

 

 

 

 

The adjustments also reflect the accrual of estimated income taxes payable of $375 million, debt repayments of $626 million ($250 million of which represented a reduction of long-term debt associated with Term Loan A), deferred income tax impact of $22 million, a $1 million curtailment gain on pension plans retained by Ashland and accelerated debt issuance cost reduction of $1 million.

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