ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) Files An 8-K Regulation FD Disclosure
Item 7.01. Other Events
On May 15, 2017, Ashland Global Holdings Inc., a Delaware
corporation (Ashland), issued a news release announcing
that its indirect, wholly owned subsidiary, Ashland LLC, a
Kentucky limited liability company (the Company), is
seeking to obtain a new $600 million 7-year senior secured term
loan B facility (the TLB Facility) to retire the Companys
3.875% senior notes due 2018.
corporation (Ashland), issued a news release announcing
that its indirect, wholly owned subsidiary, Ashland LLC, a
Kentucky limited liability company (the Company), is
seeking to obtain a new $600 million 7-year senior secured term
loan B facility (the TLB Facility) to retire the Companys
3.875% senior notes due 2018.
In addition, the Company intends to refinance its existing $800
million senior unsecured revolving credit facility with a new
$800 million 5-year senior secured revolving credit facility. The
Company is also seeking to obtain new senior secured term loan A
facilities, consisting of a new $250 million 3-year term loan A
facility and a new $250 million 5-year term loan A facility, to
finance a portion of the consideration for the Companys
previously announced, pending acquisition of Pharmachem
Laboratories, Inc., a New Jersey corporation (Pharmachem).
million senior unsecured revolving credit facility with a new
$800 million 5-year senior secured revolving credit facility. The
Company is also seeking to obtain new senior secured term loan A
facilities, consisting of a new $250 million 3-year term loan A
facility and a new $250 million 5-year term loan A facility, to
finance a portion of the consideration for the Companys
previously announced, pending acquisition of Pharmachem
Laboratories, Inc., a New Jersey corporation (Pharmachem).
A copy of the news release is attached hereto as Exhibit 99.1 and
incorporated herein by reference. A copy of the lender
presentation (the Lender Presentation) that will be
provided to the Companys lenders and potential lenders is
attached hereto as Exhibit 99.2 and incorporated herein by
reference.
incorporated herein by reference. A copy of the lender
presentation (the Lender Presentation) that will be
provided to the Companys lenders and potential lenders is
attached hereto as Exhibit 99.2 and incorporated herein by
reference.
The information in this Current Report on Form 8-K (including the
exhibits attached hereto) (this Form 8-K) is being
furnished and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of
such section. The information in this Form 8-K shall not be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language in any such filing. This Form
8-K will not be deemed an admission as to the materiality of any
information in this Form 8-K that is required to be disclosed
solely by Regulation FD.
exhibits attached hereto) (this Form 8-K) is being
furnished and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of
such section. The information in this Form 8-K shall not be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language in any such filing. This Form
8-K will not be deemed an admission as to the materiality of any
information in this Form 8-K that is required to be disclosed
solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description of Exhibit
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99.1
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News release dated May 15, 2017.
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99.2
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Lender Presentation.
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Forward-Looking Statements
This Form 8-K hereto 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 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 Ashlands expectation
that the proposed acquisition of Pharmachem will be completed
before the end of the June quarter and that the proposed
acquisition will be accretive to earnings per share. 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 strategic and competitive advantages of
Ashland following the final distribution of the Valvoline
business, 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: 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 proposed acquisition
of Pharmachem (including the possibility that Ashland may not
complete the proposed acquisition of Pharmachem or 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.
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 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 Ashlands expectation
that the proposed acquisition of Pharmachem will be completed
before the end of the June quarter and that the proposed
acquisition will be accretive to earnings per share. 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 strategic and competitive advantages of
Ashland following the final distribution of the Valvoline
business, 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: 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 proposed acquisition
of Pharmachem (including the possibility that Ashland may not
complete the proposed acquisition of Pharmachem or 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.
Regulation G: Adjusted Results
The information presented in the Lender Presentation regarding
certain unaudited adjusted results does not conform to generally
accepted accounting principles in the United States (U.S.
GAAP) and should not be construed as an alternative to the
reported results determined in accordance with U.S. GAAP. Ashland
has included this non-GAAP information to assist in understanding
the operating performance of the company and its reportable
segments. The non-GAAP information provided may not be consistent
with the methodologies used by other companies. All non-GAAP
information related to previous Ashland filings with the SEC has
been reconciled with reported U.S. GAAP results. Although Ashland
provides forward-looking guidance for adjusted EBITDA, Ashland is
not reaffirming or providing forward-looking guidance for U.S.
GAAP-reported financial measures or a reconciliation of
forward-looking non-GAAP financial measures to the most directly
comparable U.S. GAAP measure because it is unable to predict with
reasonable certainty the ultimate outcome of certain significant
items without unreasonable effort.
certain unaudited adjusted results does not conform to generally
accepted accounting principles in the United States (U.S.
GAAP) and should not be construed as an alternative to the
reported results determined in accordance with U.S. GAAP. Ashland
has included this non-GAAP information to assist in understanding
the operating performance of the company and its reportable
segments. The non-GAAP information provided may not be consistent
with the methodologies used by other companies. All non-GAAP
information related to previous Ashland filings with the SEC has
been reconciled with reported U.S. GAAP results. Although Ashland
provides forward-looking guidance for adjusted EBITDA, Ashland is
not reaffirming or providing forward-looking guidance for U.S.
GAAP-reported financial measures or a reconciliation of
forward-looking non-GAAP financial measures to the most directly
comparable U.S. GAAP measure because it is unable to predict with
reasonable certainty the ultimate outcome of certain significant
items without unreasonable effort.
Special Notice Regarding Pro Forma Information Contained Herein
The Lender Presentation sets forth certain pro forma financial
information. This pro forma financial information gives effect to
certain pending transactions. Such pro forma information is based
on certain assumptions and adjustments and does not purport to
present Ashlands or Pharmachems actual results of operations or
financial condition had the transactions reflected in such pro
forma financial information occurred at the beginning of the
relevant period, in the case of income statement information, or
at the end of such period, in the case of balance sheet
information, nor is it necessarily indicative of the results of
operations that may be achieved in the future. In addition, such
assumptions and adjustments may change over time and Ashland and
Pharmachem undertake no obligation to update the pro forma
financial information contained herein.
information. This pro forma financial information gives effect to
certain pending transactions. Such pro forma information is based
on certain assumptions and adjustments and does not purport to
present Ashlands or Pharmachems actual results of operations or
financial condition had the transactions reflected in such pro
forma financial information occurred at the beginning of the
relevant period, in the case of income statement information, or
at the end of such period, in the case of balance sheet
information, nor is it necessarily indicative of the results of
operations that may be achieved in the future. In addition, such
assumptions and adjustments may change over time and Ashland and
Pharmachem undertake no obligation to update the pro forma
financial information contained herein.
ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) Recent Trading Information
ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) closed its last trading session 00.00 at 121.75 with 869,708 shares trading hands.
