COVINGTON, KY, November 28, 2016 -
Ashland Global Holdings Inc. (NYSE: ASH) ("Ashland") today
announced that its wholly-owned subsidiary, Hercules LLC (formerly
Hercules Incorporated) ("Hercules"), has commenced a cash tender
offer (the "Tender Offer") for any and all of Hercules' outstanding
6.500% Series A Junior Subordinated Deferrable Interest Debentures
due 2029 (CUSIP No. 427056 AU0), including those Debentures
currently held as components of CRESTSSM Units (the
"Debentures"). The Debentures were initially distributed as a
component of CRESTSSM Units. Each
CRESTSSM Unit
consists of $1,000 principal amount of Debentures and one warrant
to purchase Ashland common stock. Debentures that are currently
held as components of CRESTSSM Units (CUSIP
No. 427056 BC9) must be separated from the warrant components of
those CRESTSSM Units before
such Debentures may be tendered. Hercules is only offering to
purchase Debentures; it is not offering to purchase the
CRESTSSM Units or any
warrants trading on a standalone basis (CUSIP No. 427098116).
The Tender Offer is being made
upon the terms and conditions in the Offer to Purchase and related
Letter of Transmittal dated November 28, 2016. The Tender Offer
will expire at midnight, New York City time, on December 23, 2016,
unless extended or terminated as described in the Offer to Purchase
(such time and date, as they may be extended, the "Expiration
Date").
Holders must validly tender their
Debentures at or before 5:00 p.m., New York City time, on December
9, 2016, unless extended as described in the Offer to Purchase
(such date and time, as they may be extended, the "Early Tender
Date") and not subsequently validly withdraw their Debentures at or
before 5:00 p.m., New York City time, on December 9, 2016 (the
"Withdrawal Deadline") in order to be eligible to receive the Total
Consideration (as defined below). Holders who validly tender their
Debentures after the Early Tender Date but before the Expiration
Date will be eligible to receive only the Tender Offer
Consideration (as defined below). Holders may not withdraw their
Debentures after the Withdrawal Deadline, except in limited
circumstances.
The "Total Consideration" for each
$1,000 principal amount of Debentures validly tendered and accepted
for purchase is $975.00, which includes an early tender premium of
$20.00 (the "Early Tender Premium"). The "Tender Offer
Consideration" for each $1,000 principal amount of Debentures
validly tendered and accepted for purchase is $955.00, which is the
Total Consideration minus the Early Tender Premium. In addition to
the Total Consideration or Tender Offer Consideration, as
applicable, Holders will also receive accrued and unpaid interest
up to, but excluding, the Settlement Date (as defined below) in
respect of all Debentures that are accepted for purchase pursuant
to the Tender Offer.
Settlement is expected to occur
(i) for Debentures validly tendered at or prior to the Early Tender
Date and not validly withdrawn at or prior to the Withdrawal
Deadline, promptly following the Early Tender Date (expected to be
December 12, 2016) and (ii) for Debentures validly tendered at or
after the Early Tender Date but at or before the Expiration Date,
promptly following the Expiration Date (expected to be 27, 2016)
(as applicable, the "Settlement Date"), in each case, if such
Debentures are accepted for purchase pursuant to the Tender
Offer.
The closing of the Tender Offer is
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
is being 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 will be deemed to be 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. (the
"Dealer Manger") has been retained to serve as the dealer manager
for the Tender Offer. Questions regarding the Tender Offer may be
directed to the Dealer Manager by telephone at (855) 287-1922 (toll
free) or (212) 250-7527 (toll free), or in writing at 60 Wall
Street, New York, New York 10005, Attention: Liability
Management Group. Global Bondholder Services Corporation (the
"Information and Tender Agent") has been retained to serve as the
information agent and tender agent for the Tender Offer. Questions
regarding the procedures for tendering Debentures or for separating
CRESTSSM Units and
requests for documents may be directed to the Information and
Tender Agent by telephone at (212) 430-3774 (for banks and brokers)
or (866) 470-3800 (toll-free), by facsimile (for Eligible
Institutions only) at (212) 430-3775/3779 or in writing at 65
Broadway, Suite 404, New York, New York 10006, Attention:
Corporate Actions.
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 within the
meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act, as amended. 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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