Ashland Completes Initial Separation of its Chemicals and Valvoline Businesses with Valvoline’s $759 Million IPO

Cravath represented Ashland Global Holdings Inc., a premier global specialty chemicals company serving customers in a wide range of consumer and industrial markets, on the initial phase of the tax‑free separation of its specialty chemicals and Valvoline businesses. The initial phase of the transaction involved restructuring Ashland under a new public holding company and the execution of several financing transactions, and culminated in the initial public offering of approximately 17 percent of the common stock of Valvoline Inc. Subject to final board approval, the final phase of the separation is expected to be completed in spring 2017 with the distribution to Ashland’s shareholders of the remaining shares of Valvoline.

In connection with the separation, Cravath represented Valvoline Inc., a leading worldwide producer and distributor of premium‑branded automotive, commercial and industrial lubricants and automotive chemicals, in connection with its US$759 million initial public offering of common stock. The shares were listed on the New York Stock Exchange. The transaction closed on September 28, 2016.

Also in connection with the separation, Cravath represented Ashland and Valvoline on a number of financing transactions, including the closing of Valvoline’s US$1,325 million senior secured credit facilities, the assumption of Valvoline’s 5.5 percent senior notes due 2024, the amendment of Ashland’s senior credit agreement and the implementation of new ISDA master agreements for Valvoline. Cravath’s representation of Ashland and Valvoline also included a wide range of securities law, corporate governance, tax, executive compensation and benefits, intellectual property and real estate matters in connection with the initial phase of the separation.

The Cravath team is led by partners Susan Webster, Thomas E. Dunn and Andrew J. Pitts and includes associates C. Daniel Haaren, Elizabeth J. Zhang, Vernie Chia, Sean A. Fernandez‑Ledon, Ryan J. Patrone and Alexander E. Shiekman on corporate and securities matters; partner George E. Zobitz, senior attorney Christopher J. Kelly and associates Steven Y. Li and Dean M. Nickles on banking matters; partners Stephen L. Gordon and Lauren Angelilli, senior attorney Andrew Carlon and associates Antje Hagena, June Hwang, Peter W. Rogers, Ashley May and Arvind Ravichandran on tax matters; partner Eric W. Hilfers and associates Matthew Cantor and Amy Benford on executive compensation and benefits matters; partner David J. Kappos and associate Jason M. Sandler on intellectual property matters; practice area attorney Gary R. Eisenman on real estate matters; senior attorney Elizabeth Albert on derivatives matters; and senior attorney Annmarie M. Terraciano on environmental matters.

Please click here to read the Firm’s previous news items related to its representation of Ashland in connection with the separation of its Valvoline business, which was announced on September 22, 2015.