COVINGTON, KY, December
27, 2016 - Ashland Global Holdings Inc. (NYSE: ASH) ("Ashland")
today announced the final tender results and final settlement of
the previously announced cash tender offer (the "Tender Offer") by
its wholly-owned subsidiary, Hercules LLC (formerly Hercules
Incorporated) ("Hercules"), for any and all of Hercules'
outstanding 6.500% Series A Junior Subordinated Deferrable Interest
Debentures due 2029 (CUSIP No. 427056 AU0), including Debentures
held as components of CRESTSSM Units (the
"Debentures"). The Tender Offer expired at midnight, New York City
time, on December 23, 2016 (the "Expiration Date"). The terms and
conditions of the Tender Offer are described in the Offer to
Purchase and related Letter of Transmittal dated November 28, 2016,
which were distributed to holders of the Debentures.
In accordance with the
terms of the Tender Offer, Hercules previously accepted for
purchase the $179,239,000 aggregate principal amount of Debentures
that were validly tendered at or prior to 5:00 p.m., New York City
time, on December 9, 2016 (the "Early Tender Date"). An additional
$2,775,000 aggregate principal amount of Debentures (the "Final
Tender Debentures") were validly tendered after the Early Tender
Date but at or prior to the Expiration Date. On December 27, 2016
(the "Final Settlement Date"), all of the Final Tender Debentures
were accepted for purchase and settled by Hercules.
Holders of the Final
Tender Debentures received the Tender Offer Consideration of
$955.00 for each $1,000 principal amount of such Debentures that
were accepted for purchase. In addition, Holders of such Debentures
also received accrued and unpaid interest up to, but excluding, the
Final Settlement Date in respect of all such Debentures. Acceptance
of the Final Tender Debentures was subject to the satisfaction or
waiver of certain conditions as set forth in the Offer to
Purchase.
This news release is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell the Debentures. The Tender Offer
was made solely by means of the Offer to Purchase and related
Letter of Transmittal dated November 28, 2016. In those
jurisdictions where the securities, "blue sky" or other laws
require any tender offer to be made by a licensed broker or dealer,
the Tender Offer is deemed to have been made on behalf of Hercules
by the dealer manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Deutsche Bank Securities
Inc. was retained to serve as the dealer manager for the Tender
Offer. Global Bondholder Services Corporation was retained to serve
as the information agent and tender agent for the Tender
Offer.
About Ashland
Ashland Global Holdings
Inc. (NYSE: ASH) is a premier global specialty chemicals company
serving customers in a wide range of consumer and industrial
markets, including adhesives, architectural coatings, automotive,
construction, energy, food and beverage, personal care and
pharmaceutical. At Ashland, we are 6,000 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. Ashland also maintains a
controlling interest in Valvoline Inc. (NYSE: VVV), a premium
consumer-branded lubricant supplier. Visit ashland.com to learn
more.
C-ASH
Forward Looking Statements
This news release
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 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, the separation of Ashland's
specialty chemicals businesses and Valvoline Inc. ("Valvoline"),
the initial public offering of 34,500,000 shares of Valvoline
common stock (the "IPO"), the expected timetable for completing the
separation, the strategic and competitive advantages of each
company and future opportunities for each company, as well as the
economy and other future events or circumstances. Ashland's
expectations and assumptions include, without limitation, those
discussed under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Ashland's most
recent Form 10-K filed with the SEC, 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 possibility that the separation will not be
consummated within the anticipated time period or at all, including
as the result of regulatory, market or other factors; regulatory,
market or other factors and conditions affecting the distribution
of Ashland's remaining interests in Valvoline; the potential for
disruption to Ashland's business in connection with the IPO,
Ashland's reorganization under a new holding company or the
separation; the potential that Ashland does not realize all of the
expected benefits of the IPO, new holding company reorganization or
separation or obtain the expected credit ratings following the
separation; 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);
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); and severe
weather, natural disasters, and legal proceedings and claims
(including environmental and asbestos matters). Various risks and
uncertainties may cause actual results to differ materially from
those stated, projected or implied by any forward-looking
statements, including, 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, as well as
risks and uncertainties related to the separation that are
described in the Form S-4 filed by Ashland with the SEC on May 31,
2016, as amended and supplemented from time to time, which is
available on Ashland's website at http://investor.ashland.com or on
the SEC's website at http://www.sec.gov, and in the Form S-1 filed
by Valvoline with the SEC on May 31, 2016, as amended and
supplemented from time to time, which is available 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, we and Ashland undertake no obligation to update any
forward-looking statements made in this Offer to Purchase whether
as a result of new information, future events or otherwise.
SM
Service mark, third-parties, registered in various countries.
FOR FURTHER INFORMATION:
Investor
Relations:
Seth A. Mrozek
+1 (859) 815-3527
samrozek@ashland.com
Media Relations:
Gary Rhodes
+1 (859) 815-3047
glrhodes@ashland.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Ashland Inc. via Globenewswire
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