Ashland and Valvoline Finco Two’s High‑Yield Senior Debt Offering

Cravath represented Ashland Inc. and Valvoline Finco Two LLC in connection with a US$375 million 144A/Reg. S high‑yield senior debt offering. The offering was made in connection with the separation by Ashland of its chemicals business and Valvoline business. The notes were issued by Valvoline Finco Two, a newly formed subsidiary of Ashland, and are guaranteed by Ashland. Following the contribution by Ashland of its Valvoline business to Valvoline Inc., Valvoline Finco Two will merge with and into Valvoline Inc., and Valvoline Inc. will assume the obligations of Valvoline Finco Two under the notes. At the time of the assumption, Ashland will be released from its guarantee of the notes. The transaction closed on July 20, 2016.

The Cravath team included partners Andrew J. Pitts, Craig F. Arcella and Susan Webster and associates Elizabeth Zhang, Lee M. Blum, Vernie Chia, Ryan J. Patrone and Robert C. Warshaw on securities matters; partner Stephen L. Gordon, senior attorney Andrew Carlon and associate Peter W. Rogers on tax matters; and associate Amy C. Benford on executive compensation and benefits matters. Alexander E. Shiekman also worked on securities matters.