VALVOLINE INC. (NYSE:VVV) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth below under Item 2.03 of this Current
Report on Form 8-K is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Company.

On November 29, 2016, Valvoline LLC (Subsidiary), a wholly owned
subsidiary of Valvoline Inc. (Company), entered into a $125.0
million accounts receivable securitization facility (the
Securitization Facility) to (i) a Sale Agreement, between
Subsidiary and LEX Capital LLC, a wholly-owned bankruptcy remote
special purpose subsidiary of Subsidiary (Lex) and (ii) a
Transfer and Administration Agreement, among Lex, Subsidiary, as
Master Servicer, a certain Conduit Investor, Uncommitted
Investor, and Letter of Credit Issuer, certain Managing Agents,
Administrators and Committed Investors, and PNC Bank National
Association, as agent for various secured parties (the Agent).

Under the Sale Agreement, Subsidiary will sell, on an ongoing
basis, substantially all of its accounts receivable, certain
related assets and the right to the collections on those accounts
receivable to Lex.

Under the terms of the Transfer and Administration Agreement, Lex
may, from time to time, obtain up to $125.0 million (in the form
of cash or letters of credit for the benefit of Subsidiary) from
the Conduit Investor, the Uncommitted Investor and/or the
Committed Investors (together the Investors) through the sale of
an undivided interest in such accounts receivable, related assets
and collections. The Transfer and Administration Agreement has a
term of one year but is extendable at the discretion of the
Investors.The Transfer and Administration Agreement contains
various customary affirmative and negative covenants, and it also
contains customary default and termination provisions which
provide for acceleration of amounts owed under the Transfer and
Administration Agreement upon the occurrence of certain specified
events with respect to Lex or Subsidiary, including, but not
limited to, the failure to pay interest (yield) and other amounts
due, defaults on certain indebtedness, certain judgments,
insolvency events, change in control, breach of certain financial
covenants and breach of certain financial ratios designed to
capture events negatively affecting the overall credit quality of
the accounts receivable purchased by Lex.

Company has provided to the Investors a customary Parent
Undertaking to which Company has agreed to guaranty the
performance by Subsidiary of its obligations under the Sale
Agreement and the Transfer and Administration Agreement.As is
customary for such parent undertakings, Companys liability
specifically excludes the bad debt or the uncollectability of any
accounts receivable purchased by Lex.

to the Transfer and Administration Agreement, the yield paid by
Lex will usually be based on (i) with respect to the Conduit
Investor, the rate for commercial paper issued by the Conduit
Investor plus a margin or (ii) for all other Investors, the 30
day LIBOR rate plus a margin.Different yield rates apply if Lex
is in default, if accurate LIBOR rates are not available or if
the Investors make fundings below a minimum size or on short
notice.Lex will also be required to pay a facility fee, various
letter of credit fees and agency fees.

Subsidiary will account for the Securitization Facility as a
secured borrowing for accounting purposes and will treat the
Securitization Facility as indebtedness for federal income tax
purposes. Fundings under the Transfer and Administration
Agreement will be repaid as accounts receivable are collected,
with new fundings being advanced (through daily reinvestments) as
new accounts receivable are originated by Subsidiary and sold to
Lex, with settlement generally occurring monthly.Lex has the
option to reduce the commitments under the Transfer and
Administration Agreement to certain notice periods. Once sold to
Lex, the accounts receivable, related assets and rights to
collection described above will be separate and distinct from
Subsidiarys own assets and will not be available to its creditors
should Subsidiary become insolvent.Substantially all of Lexs
assets have been pledged to the Agent in support of its
obligations under the Transfer and Administration Agreement.

The foregoing summary of the Transfer and Administration
Agreement, the Sale Agreement and the Parent Undertaking is
qualified in its entirety by reference to the text of such
agreements, which are filed as Exhibits 10.1, 10.2 and 10.3
hereto respectively and are incorporated herein by reference.

Item 8.01 Other Events

A copy of the press release issued by Company on December 2, 2016
announcing the entering into of the Securitization Facility and
the execution of the Transfer and Administration Agreement, the
Sale Agreement and the Parent Undertaking are attached hereto as
Exhibit 99.1 and are hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(d) 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. The Company 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, the Company
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 the Companys expectations
and assumptions, as of the date such statements are made,
regarding the Companys future operating performance and financial
condition, the separation of Ashlands specialty chemicals
business and Valvoline business (the separation), the expected
timetable for completing the separation and the Companys
strategic and competitive advantages and future opportunities, as
well as the economy and other future events or circumstances.
These 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 Companys
substantial indebtedness (including the possibility that such
indebtedness and related restrictive covenants may adversely
affect its future cash flows, results of operations, financial
condition and its ability to repay debt) and other liabilities;
the strength of the Companys reputation and brand; demand for the
Companys products and services; sales growth in emerging markets;
the prices and margins of the Companys products and services; the
Companys ability to develop and successfully market new products
and implement its digital platforms; the Companys ability to
retain its largest customers; potential product liability claims;
achievement of the expected benefits of the Companys initial
public offering or the

separation; operating as a standalone public company; the
Companys ongoing relationship with Ashland; failure, caused by
the Company, of Ashlands proposed spin-off of the Company to
qualify for tax-free treatment, which may result in significant
tax liabilities to Ashland for which the Company may be required
to indemnify Ashland; and the impact of acquisitions and/or
divestitures the Company has made or may make (including the
possibility that it may not realize the anticipated benefits from
such transactions). 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 the Company that
are described in the Companys Registration Statement on Form S-1,
as amended from time to time, under the caption Risk Factors,
filed with the SEC and available on the SECs website at
http://www.sec.gov. The Company believes its expectations and
assumptions are reasonable, but there can be no assurance that
the expectations reflected herein will be achieved. Unless
legally required, the Company undertakes no obligation to update
any forward-looking statements made in this Form 8-K whether as a
result of new information, future event or otherwise. Information
on the Companys website is not incorporated into or a part of
this Form 8-K.

About VALVOLINE INC. (NYSE:VVV)



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VALVOLINE INC. (NYSE:VVV) closed its last trading session down -0.27 at 19.98 with 1,572,384 shares trading hands.