ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) Files An 8-K Entry into a Material Definitive Agreement
On July 1, 2019, Ashland Global Holdings Inc. (Ashland) and INEOS Enterprises Holdings Limited (INEOS) entered into that First Amendment (the Amendment) to that certain Stock and Asset Purchase Agreement, dated November 14, 2018, by and between Ashland and INEOS (the Agreement). to the terms and conditions of the Agreement, Ashland had agreed to sell substantially all of the assets (including stock of certain subsidiaries) of the segment of Ashland known as Ashland Composites and its butanediol (BDO) manufacturing facility in Marl, Germany (the Business) to INEOS for $1,100 million in cash, plus the assumption of certain liabilities of the Business as specified in the Agreement (the Composites Sale).
The Amendment excludes from the Composites Sale to INEOS certain assets and liabilities related to Ashlands maleic anhydride business (the Maleic Business). Under the Amendment, Ashland agreed to continue to operate the Maleic Business in a commercially reasonable manner and use commercially reasonable efforts to sell the Maleic Business to another purchaser (the Maleic Sale). In connection with any Maleic Sale within eighteen (18) months of the closing of the Composites Sale, INEOS will be entitled to the net proceeds, after deduction of the reasonable costs incurred by Ashland; provided that INEOS shall receive no less than $35,000,000, which is the book value of the Maleic Business. If Ashland is unable to sell the Maleic Business within eighteen (18) months of the closing of the Composites Sale, Ashland has agreed to reimburse $35,000,000 to INEOS.
Under the terms of the Agreement, either Ashland or INEOS had the right to terminate the Composites Sale if closing of the transaction has not occurred on or before September 10, 2019. The Amendment extends this period to September 30, 2019.
The Composites Sale remains subject to certain customary closing conditions, including the (i) expiration or termination of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) certain other antitrust approvals in foreign jurisdictions. The parties expect to close the Composites Sale as expeditiously as possible following the receipt of necessary regulatory approvals.
The above description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
The Amendment has been included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about Ashland or INEOS. The Amendment contains representations and warranties that Ashland, on one hand, and INEOS, on the other hand, made to and solely for the benefit of each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between the parties to the Agreement and the Amendment and may be subject to important qualifications and limitations agreed by the parties in connection with negotiating the terms of the contract or contained in confidential disclosure schedules. These disclosure schedules modify, qualify or create exceptions to the representations and warranties set forth in the Agreement. Some of those representations and warranties (i) may not be accurate or complete as of any specified date and are modified, qualified and created in important part by the underlying disclosure schedules, (ii) may be subject to a contractual standard of materiality different from those generally applicable to security holders or (iii) may have been used for the purpose of allocating risk between the parties to the Agreement and the Amendment rather than establishing matters as facts. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information. Security holders are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual