LEXINGTON, Ky., May 11, 2023
/PRNewswire/ -- Valvoline Inc. (NYSE: VVV), a trusted leader
in preventive automotive maintenance delivering quick and
convenient service, today announced that it has commenced a
modified "Dutch auction" tender offer to repurchase up to
$1.0 billion in value of shares of
its common stock at a price not greater than $40.00 per share nor less than $35.00 per share, to the seller in cash, less any
applicable withholding taxes and without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase
and Letter of Transmittal that are being distributed to
stockholders (the "Offer"). If the Offer is fully subscribed, the
number of shares to be purchased in the Offer represents
approximately 15.08% to 17.23% of Valvoline's issued and
outstanding shares as of May 5, 2023,
depending on the purchase price payable for those shares pursuant
to the Offer. At the maximum purchase price of $40.00 per share, the Offer would represent a
premium of approximately 4% to the NYSE closing price of the shares
on May 10, 2023 of $38.45 per share.
On November 10, 2022, the Board of
Directors of Valvoline approved a share repurchase authorization of
$1.6 billion (the "2022 Share
Repurchase Authorization"). As of May 5,
2023, the remaining capacity under the 2022 Share Repurchase
Authorization was approximately $1.37
billion. The repurchase of up to $1.0
billion of shares in the Offer is being made pursuant to the
2022 Share Repurchase Authorization. The Company intends to pay for
the purchase of shares in the Offer with cash on hand from the net
proceeds received from the sale of its Global Products
business.
The Offer will expire at 12:00 midnight, at the end of the day,
New York City time, on
Thursday, June 8, 2023, unless
extended or terminated by Valvoline. Tenders of shares must be made
prior to the expiration of the Offer and may be withdrawn at any
time prior to the expiration of the Offer. The Offer will not be
conditioned upon any minimum number of shares being tendered and
will not be subject to a financing condition; however, the Offer is
subject to a number of other conditions described in the Offer to
Purchase.
Tendering stockholders may specify a price not greater than
$40.00 per share nor less than
$35.00 per share (in increments of
$0.25) at which they are willing to
sell their shares pursuant to the Offer. On the terms and subject
to the conditions of the Offer, the Company will designate a single
per share price that the Company will pay for shares properly
tendered and not properly withdrawn from the Offer, taking into
account the total number of shares tendered and the prices
specified by tendering stockholders. The Company will select the
lowest purchase price, not greater than $40.00 per share nor less than $35.00 per share, that will allow it to purchase
shares having an aggregate purchase price of $1.0 billion, or a lower amount depending on the
number of shares properly tendered and not properly withdrawn (such
purchase price, the "Final Purchase Price"). Only shares validly
tendered at prices at or below the Final Purchase Price, and not
properly withdrawn, will be eligible for purchase in the Offer. All
shares acquired in the Offer will be acquired at the Final Purchase
Price, including those shares tendered at a price lower than the
Final Purchase Price. However, due to the "odd lot" priority,
proration and conditional tender offer provisions described in the
Offer to Purchase, all of the shares tendered may not be purchased
if the number of shares properly tendered at or below the Final
Purchase Price and not properly withdrawn have an aggregate value
in excess of $1.0 billion (based on
the Final Purchase Price).
The Company will purchase only those shares properly tendered
and not properly withdrawn upon the terms and conditions of the
Offer. All shares accepted for payment will be paid promptly after
the expiration of the Offer period, to the seller in cash, less any
applicable withholding taxes and without interest. At the maximum
Final Purchase Price of $40.00 per
share, the Company would purchase 25,000,000 shares if the Offer is
fully subscribed, which would represent approximately 15.08% of the
total issued and outstanding shares as of May 5, 2023. At the minimum Final Purchase Price
of $35.00 per share, the Company
would purchase 28,571,429 shares if the Offer is fully subscribed,
which would represent approximately 17.23% of the total issued and
outstanding shares as of May 5,
2023.
Shares not purchased in the Offer will be returned at the
Company's expense promptly following the expiration of the Offer.
The Company reserves the right, in its sole discretion, to change
the per share purchase price options and to increase or decrease
the aggregate value of shares sought in the Offer, subject to
applicable law. In accordance with the rules of the U.S. Securities
and Exchange Commission ("SEC"), the Company may purchase in the
Offer up to an additional 2% of its outstanding shares without
amending or extending the Offer.
The Dealer Managers for the Offer are BofA Securities, Inc.,
Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC. The
Information Agent for the Offer is Georgeson LLC. The Depositary is
Equiniti Trust Company. The Offer to Purchase, Letter of
Transmittal and related documents are being mailed to stockholders
of record and also will be made available for distribution to
beneficial owners of shares. For questions and information, please
call BofA Securities, Inc., toll free at (888) 803-9655, Morgan
Stanley & Co. LLC, toll free at (855) 483-0952, Goldman Sachs
& Co. LLC, toll free at (212) 902-1000, or the Information
Agent, toll free at (888) 642-8066.
Valvoline's Board of Directors has approved the Offer. However,
none of Valvoline, its Board of Directors, the Dealer Managers, the
Information Agent or the Depositary is making any recommendations
to stockholders as to whether to tender or refrain from tendering
their shares or as to the purchase price or the purchase prices at
which shares may be tendered into the Offer. Stockholders must make
their own decisions as to how many shares they will tender, if any,
and at what price or prices to tender. Prior to making any decision
with respect to the Offer, stockholders should read and evaluate
carefully the information in the Offer to Purchase and in the
related Letter of Transmittal.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO
SELL SHARES OF VALVOLINE THE OFFER IS BEING MADE ONLY PURSUANT TO
THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS
THAT VALVOLINE WILL SHORTLY BE DISTRIBUTING TO ITS STOCKHOLDERS AND
FILING WITH THE SEC. STOCKHOLDERS SHOULD READ CAREFULLY THE OFFER
TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF,
AND CONDITIONS TO, THE OFFER. STOCKHOLDERS MAY OBTAIN A FREE COPY
OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO
PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT VALVOLINE
WILL SHORTLY BE FILING WITH THE SEC AT THE SEC'S WEBSITE AT
WWW.SEC.GOV OR BY CALLING GEORGESON LLC, THE INFORMATION AGENT FOR
THE OFFER, TOLL-FREE AT (888) 642-8066. STOCKHOLDERS ARE URGED TO
CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH
RESPECT TO THE OFFER.
Forward-Looking Statements
Certain statements in this
press release, other than statements of historical fact, are
forward-looking statements. Such forward-looking statements may
include, without limitation, statements about the expected tender
offer, including the value of shares that we expect to offer to
purchase in the tender offer, the expected price range, and whether
we actually commence and consummate the tender offer as planned or
at all. Valvoline has identified some of these forward-looking
statements with words such as "anticipates," "believes," "expects,"
"estimates," "is likely," "predicts," "projects," "forecasts,"
"may," "will," "should," and "intends," and the negative of these
words or other comparable terminology. These forward-looking
statements are based on Valvoline's current expectations,
estimates, projections, and assumptions as of the date such
statements are made and are subject to risks and uncertainties that
may cause results to differ materially from those expressed or
implied in the forward-looking statements. Additional information
regarding these risks and uncertainties are described in the
Company's filings with the Securities and Exchange Commission (the
"SEC"), including in the "Risk Factors," "Management's Discussion
and Analysis of Financial Condition and Results of Operations," and
"Quantitative and Qualitative Disclosures about Market Risk"
sections of Valvoline's most recently filed periodic reports on
Forms 10-K and 10-Q, which are available on Valvoline's website at
http://investors.valvoline.com/sec-filings or on the SEC's website
at http://www.sec.gov. Valvoline assumes no obligation to update or
revise these forward-looking statements for any reason, even if new
information becomes available in the future, unless required by
law.
About Valvoline™ Inc.
The
Quick, Easy, Trusted name in preventive vehicle maintenance,
Valvoline Inc. (NYSE" VVV) leads the industry with automotive
service innovations that simplify consumers' lives. With an average
consumer rating of 4.6 out of 5 stars*, Valvoline Inc. has built
the model for transparency and convenience to take the worry out of
vehicle care. From its 15-minute, stay-in-your-car oil changes to
battery replacements and tire rotations, the Company's model offers
maintenance solutions for all types of vehicles. The Company
operates and franchises nearly 1,800 service center
locations through its Valvoline Instant Oil
ChangeSM and Valvoline Great Canadian Oil Change retail
brands and helps independent operators grow their businesses
through its nearly 300 Valvoline Express Care locations in
North America. To learn more, or
to find a Valvoline Inc. service center near you, visit
vioc.com.
™Trademark, Valvoline Inc., or its subsidiaries, registered in
various countries
SM Service mark, Valvoline Inc., or its
subsidiaries, registered in various countries
* Based on a survey of more than 600,000 Valvoline Instant
Oil Change℠ customers annually
FOR FURTHER INFORMATION
Investor Inquiries
+1 (859) 357-3155
IR@valvoline.com
Media Inquiries
Michele
Gaither Sparks
Sr. Director, Corporate Communications
+1 (859) 230-8097
michele.sparks@valvoline.com
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SOURCE Valvoline Inc.