On November 28, 2016, Ashland Global Holdings Inc. (Ashland)
issued a news release announcing the commencement of a cash
tender offer (the Tender Offer) by its wholly owned subsidiary,
Hercules LLC (formerly Hercules Incorporated) (Hercules), for any
and all of Hercules outstanding 6.500% Series A Junior
Subordinated Deferrable Interest Debentures due 2029 (CUSIP No.
427056 AU0), including those Debentures held as components of
CRESTS^SM Units (the Debentures). The Debentures
were initially distributed as a component of CRESTS^SM
Units. Each CRESTS^SM Unit consists of $1,000
principal amount of Debentures and one warrant to purchase
Ashland common stock. Debentures that are held as components of
CRESTS^SM Units (CUSIP No. 427056 BC9) must be
separated from the warrant components of those CRESTS^SM
Units before such Debentures may be tendered. Hercules is only
offering to purchase Debentures; it is not offering to purchase
the CRESTS^SM Units or any warrants trading on a
standalone basis (CUSIP No. 427098116).

The Tender Offer is being made upon the terms and conditions in
the Offer to Purchase and related Letter of Transmittal dated
November 28, 2016.

A copy of the news release announcing the commencement of the
Tender Offer is hereby incorporated by reference and attached
hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

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 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. 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 separation of Ashlands specialty chemicals businesses and
Valvoline Inc. (Valvoline), the initial public offering of
34,500,000 shares of Valvoline common stock (the IPO), the
expected timetable for completing the 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, those discussed under
the heading Managements Discussion and Analysis of Financial
Condition and Results of Operations in Ashlands most recent Form
10-K filed with the SEC, 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 separation will not be
consummated within the anticipated time period or at all,
including as the result of regulatory, market or other factors
regulatory, market or other factors and conditions affecting the
distribution of Ashlands remaining interests in Valvoline; the
potential for disruption to Ashlands business in connection with
the IPO, Ashlands reorganization under a new holding company or
the separation the potential that Ashland does not realize all of
the expected benefits of the IPO, new holding company
reorganization or separation or obtain the expected credit
ratings following 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 its most recent Form 10-K (including Item 1A Risk
Factors) filed with the SEC, as well as risks and uncertainties
related to the separation that are described in the Form S-4
filed by Ashland with the SEC on May 31, 2016, as amended and
supplemented from time to time, which is available on Ashlands
website at http://investor.ashland.com or on the SECs website at
http://www.sec.gov, and in the Form S-1 filed by Valvoline with
the SEC on May 31, 2016, as amended and supplemented from time to
time, which is available 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, we and Ashland undertake no obligation to
update any forward-looking statements made in this Offer to
Purchase whether as a result of new information, future events or
otherwise.

^SM Service mark, third-parties, registered in various
countries.