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Item 1.01
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Entry into a Material Definitive Agreement.
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On July 22, 2022 (such date, the “Closing Date”), Ashland LLC, a Kentucky limited liability company (“Ashland”) and an indirect subsidiary of Ashland Global
Holdings Inc., a Delaware corporation (“Ashland Global”), entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) among Ashland Global, Ashland Chemco Inc., a Delaware corporation (a direct subsidiary of Ashland Global and the
direct parent company of Ashland) (“Chemco”), Ashland, as a borrower, Ashland Services B.V., a besloten vennootschap met beperkte aansprakelijkheid
organized under the laws of the Netherlands (the “Dutch Borrower”), as a borrower, each lender from time to time party thereto, The Bank of Nova Scotia, Houston Branch, as administrative agent, swing line lender and a letter of credit issuer, each
other letter of credit issuer from time to time party thereto and Citibank, N.A., as syndication agent. The Credit Agreement provides for a $600 million five-year revolving credit facility (including a $125 million letter of credit sublimit) (the
“Revolving Facility”), which may be drawn by Ashland or the Dutch Borrower. After the Closing Date, proceeds of borrowings under the Revolving Facility will be used, among other things, to provide ongoing working capital and for other general
corporate purposes.
The Credit Agreement amends and restates the Credit Agreement dated as of January 10, 2020, among Ashland Global, Chemco, Ashland, the Dutch Borrower, each
lender from time to time party thereto, The Bank of Nova Scotia, as administrative agent, swing line lender and a letter of credit issuer, the other letter of credit issuers from time to time party thereto and Citibank, N.A., as syndication agent.
The Revolving Facility is guaranteed by Ashland Global and Chemco, and the obligations of the Dutch Borrower under the Revolving Facility are guaranteed by
Ashland. The Revolving Facility is unsecured.
At the Company’s option, loans issued under the Credit Agreement will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR
or an alternate base rate and (b) in the case of loans denominated in Euros, EURIBOR, in each case plus the applicable interest rate margin. Loans will initially bear interest at Term SOFR or EURIBOR plus 1.250% per annum, in the case of Term SOFR
borrowings or EURIBOR borrowings, respectively, or at the alternate base rate plus 0.250% per annum, in the case of alternate base rate borrowings, through and including the date of delivery of a quarterly compliance certificate and thereafter the
interest rate will fluctuate between Term SOFR or EURIBOR plus 1.250% per annum and Term SOFR or EURIBOR plus 1.750% per annum (or between the alternate base rate plus 0.250% per annum and the alternate base rate plus 0.750% per annum), based upon
the Consolidated Net Leverage Ratio (as defined in the Credit Agreement) at such time. Term SOFR borrowings are subject to a credit spread adjustment of 0.10% per annum. In addition, the Company will initially be required to pay fees of 0.125% per
annum on the daily unused amount of the Revolving Facility through and including the date of delivery of a quarterly compliance certificate, and thereafter the fee rate will fluctuate between 0.125% and 0.275% per annum, based upon the Consolidated
Net Leverage Ratio.
The Revolving Facility may be prepaid at any time without premium.
The Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including
limitations on liens, additional subsidiary indebtedness, investments, mergers, dispositions, restricted payments, changes in the nature of business, affiliate transactions, restrictions on distributions by subsidiaries, use of proceeds, accounting
changes, passive holding company limitations on Ashland Global and Chemco and other customary limitations, as well as financial covenants (including maintenance of a maximum Consolidated Net Leverage Ratio and a minimum Consolidated Interest Coverage
Ratio (as defined in the Credit Agreement)). The Credit Agreement also contains usual and customary events of default, including non-payment of principal, interest, fees and other amounts, material breach of a representation or warranty,
non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency, material judgments, incurrence of certain material ERISA liabilities, impairment of loan documentation and change of control.
A copy of the Credit Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above
description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement filed with this Current Report on Form 8-K.