Current Report Filing (8-k)
November 01 2021 - 07:12AM
Edgar (US Regulatory)
false 0001674862 0001674862 2021-11-01
2021-11-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): November 1, 2021
ASHLAND GLOBAL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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333-211719
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81-2587835
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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8145 Blazer Drive
Wilmington, DE 19808
Registrant’s telephone number, including area code (302)
995-3000
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock (par value $.01)
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ASH
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NYSE
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Item
8.01. Other Events.
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(1)
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As
previously disclosed, on August 30, 2021, Ashland Global Holdings
Inc. (“Ashland”)
through its indirect wholly owned subsidiary, Ashland LLC, entered
into a Purchase and Sale Agreement (the “Agreement”)
with Arkema, a French société
anonyme (“Arkema”), pursuant
to which Ashland agreed to sell certain of the assets of the
segment of Ashland known as “Performance Adhesives” (the
“Business”)
to Arkema for $1,650,000,000 in cash, subject to a working capital
adjustment, plus the assumption by Arkema of certain liabilities of
the Business, in each case as specified in the Agreement.
The attached pro forma
financial information, presented as if the probable disposition of
the Business occurred as of October 1, 2018, is filed as Exhibit
99.1 to this Form 8-K and incorporated herein by
reference.
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(2)
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On November
1, 2021, Ashland issued a press release, announcing, among others,
an update on its preliminary fiscal 2021 results and the
preparation of the proforma financial information of Ashland,
reflecting the divestiture of the Business described in paragraph
(1) above. The press released is filed as Exhibit 99.2 and
incorporated herein by reference.
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The information contained
in this Item 8.01 and in the proforma financial information and
press release filed, respectively, as Exhibit 99.1 and Exhibit
99.2, are being furnished, not “filed”. Accordingly, the
information in this Item 8:01 and in Exhibit 99.1 and Exhibit 99.2
will not be incorporated by reference into any registration
statement filed by Ashland under the Securities Act of 1933, as
amended, unless specifically identified therein as being
incorporated therein by reference. The furnishing of the
information in this report is not intended to, and does not,
constitute a determination or admission by Ashland that the
information contained herein or attached hereto is material or
complete, or that investors should consider this information before
making an investment decision with respect to any security of
Ashland.
Item
9.01. Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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ASHLAND GLOBAL HOLDINGS INC.
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(Registrant)
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November 1, 2021
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/s/ J. Kevin Willis
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J. Kevin Willis
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Senior Vice President and Chief Financial Officer
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