LEXINGTON, Ky., June 9, 2023
/PRNewswire/ -- Valvoline Inc. (NYSE: VVV) (the "Company"), a
trusted leader in preventive automotive maintenance delivering
quick and convenient service, today announced the preliminary
results of its modified "Dutch auction" tender offer to repurchase
up to $1.0 billion in value of shares
of its common stock, which expired at 12:00 midnight, at the end of
the day, New York City time, on
Thursday, June 8, 2023. Based on the
preliminary count by Equiniti Trust Company ("Equiniti"), the
depositary for the tender offer, approximately 26,955,088 shares
were properly tendered and not properly withdrawn at or below the
expected final purchase price of $38.00 per share, including shares that were
tendered through notices of guaranteed delivery.
In accordance with the terms and conditions of the tender offer,
the Company expects to purchase 26,955,088 shares at a final
purchase price of $38.00 per share,
for an aggregate purchase price of approximately $1.024 billion (excluding fees and expenses
relating to the tender offer). Included in the 26,955,088
shares that the Company expects to purchase are 639,299 shares that
the Company has elected to purchase pursuant to its right to
purchase up to an additional 2% of its outstanding shares of common
stock. As the Company expects to accept for purchase all of
the shares which were properly tendered and not properly withdrawn
at a price at or below $38.00, there
is no proration factor. These shares represent approximately
16.3% of the Company's issued and outstanding shares as of
June 7, 2023.
The number of shares to be purchased and the price per share are
preliminary and are subject to verification by Equiniti and subject
to change for a number of reasons, including if some or all of the
shares tendered through notices of guaranteed delivery are not
delivered within the applicable two trading day settlement period.
The actual number of shares to be purchased and the final price per
share will be announced following the expiration of the guaranteed
delivery period deadline of June 12,
2023 and completion of the confirmation process by Equiniti.
Promptly after such announcement, Equiniti will issue payment for
the shares validly tendered and accepted for payment under the
tender offer and will return shares tendered and not purchased in
the tender 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. 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.
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 purchase in
the tender offer and the expected purchase price per share.
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
or on the SEC's website at
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
TM 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
Elizabeth B. Russell
+1 (859) 357-3155
Michele Gaither Sparks
+1 (859) 230-8097
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SOURCE Valvoline Inc.