ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On March 21, 2017, Ashland LLC (the Company) f/k/a Ashland Inc.,
and a subsidiary of Ashland Global Holdings Inc., entered into a
Fourteenth Amendment (the Amendment) to the Transfer and
Administration Agreement dated as of August 31, 2012 among
Ashland Inc., CVG Capital III LLC, the Originators, the
Investors, Letter of Credit Issuers, Managing Agents and
Administrators party thereto, and The Bank of Nova Scotia, as
agent for the Investors. Under the Transfer and Administration
Agreement, CVG Capital III LLC may, from time to time, obtain up
to $100.0 million (in the form of cash or letters of credit for
the benefit of the Company and its subsidiaries) from the
Investors through the sale of an undivided interest in accounts
receivable, related assets and collections on those accounts
receivable sold by the Originators to CVG Capital III LLC, a
wholly owned bankruptcy remote special purpose subsidiary of the
Originators. The commitments of the Investors under the Transfer
and Administration Agreement were set to terminate on March 22,
2017. The Amendment provides for the extension of the termination
of the commitments under the Transfer and Administration
Agreement from March 22, 2017 to March 22, 2018 and certain other
modifications.
and a subsidiary of Ashland Global Holdings Inc., entered into a
Fourteenth Amendment (the Amendment) to the Transfer and
Administration Agreement dated as of August 31, 2012 among
Ashland Inc., CVG Capital III LLC, the Originators, the
Investors, Letter of Credit Issuers, Managing Agents and
Administrators party thereto, and The Bank of Nova Scotia, as
agent for the Investors. Under the Transfer and Administration
Agreement, CVG Capital III LLC may, from time to time, obtain up
to $100.0 million (in the form of cash or letters of credit for
the benefit of the Company and its subsidiaries) from the
Investors through the sale of an undivided interest in accounts
receivable, related assets and collections on those accounts
receivable sold by the Originators to CVG Capital III LLC, a
wholly owned bankruptcy remote special purpose subsidiary of the
Originators. The commitments of the Investors under the Transfer
and Administration Agreement were set to terminate on March 22,
2017. The Amendment provides for the extension of the termination
of the commitments under the Transfer and Administration
Agreement from March 22, 2017 to March 22, 2018 and certain other
modifications.
The foregoing summary of the Amendment does not purport to be
complete and is subject to and qualified in its entirety by
reference to the Amendment, a copy of which is filed as Exhibit
10.1 hereto and incorporated herein by reference.
complete and is subject to and qualified in its entirety by
reference to the Amendment, a copy of which is filed as Exhibit
10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
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Description
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10.1
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Fourteenth Amendment dated as of March 21, 2017 to the
Transfer and Administration Agreement dated as of August 31, 2012, among Ashland Inc., CVG Capital III LLC, the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party thereto, and The Bank of Nova Scotia, as agent for the Investors. |
Forward Looking Statements
This Form 8-K 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 of 1934, as
amended. Ashland Global Holdings Inc. (“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. These forward-looking statements include
statements relating to our plan to drive profitable growth and
the expected completion of the final separation of Valvoline Inc.
(Valvoline) through the distribution of Valvoline common stock.
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
Ashlands expectations and assumptions, as of the date such
statements are made, regarding Ashlands future operating
performance and financial condition, the expected completion of
the final 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. Ashlands
expectations and assumptions include, without limitation,
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 final separation will not be consummated within the
anticipated time period or at all, including as the result of
regulatory, market or other factors; the potential that Ashland
does not realize all of the expected benefits of the
meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as
amended. Ashland Global Holdings Inc. (“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. These forward-looking statements include
statements relating to our plan to drive profitable growth and
the expected completion of the final separation of Valvoline Inc.
(Valvoline) through the distribution of Valvoline common stock.
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
Ashlands expectations and assumptions, as of the date such
statements are made, regarding Ashlands future operating
performance and financial condition, the expected completion of
the final 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. Ashlands
expectations and assumptions include, without limitation,
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 final separation will not be consummated within the
anticipated time period or at all, including as the result of
regulatory, market or other factors; the potential that Ashland
does not realize all of the expected benefits of the
separation; Ashlands substantial indebtedness (including the
possibility that such indebtedness and related restrictive
covenants may adversely affect Ashlands 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 Ashlands most recent Form 10-K (including Item 1A
Risk Factors) filed with the SEC, which is available on
Ashlands website at http://investor.ashland.com or on the SECs
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, Ashland undertakes no
obligation to update any forward-looking statements made in
this Form 8-K whether as a result of new information, future
events or otherwise. Information on Ashlands website is not
incorporated into or a part of this Form 8-K.
possibility that such indebtedness and related restrictive
covenants may adversely affect Ashlands 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 Ashlands most recent Form 10-K (including Item 1A
Risk Factors) filed with the SEC, which is available on
Ashlands website at http://investor.ashland.com or on the SECs
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, Ashland undertakes no
obligation to update any forward-looking statements made in
this Form 8-K whether as a result of new information, future
events or otherwise. Information on Ashlands website is not
incorporated into or a part of this Form 8-K.
ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) Recent Trading Information
ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) closed its last trading session up +0.76 at 122.61 with 310,437 shares trading hands.