Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed on a Current Report on Form 8-K filed by Valvoline Inc., a Kentucky corporation (“Valvoline”), on August 1, 2022, Valvoline entered into an Equity Purchase Agreement, dated as of July 31, 2022 (the “Original Purchase Agreement”), with Gateway Velocity Holding Corp., a Delaware corporation (“Purchaser”), and, solely for certain purposes set forth therein, Aramco Overseas Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands, pursuant to which Valvoline agreed to sell all of the issued and outstanding equity interests of VGP Holdings LLC, a Delaware limited liability company (“VGP”), which holds all of the issued and outstanding equity interests in the companies that, along with their respective subsidiaries, operate Valvoline’s Global Products business, to Purchaser (the “Transaction”).
On March 1, 2023, the parties to the Original Purchase Agreement entered into an Amended and Restated Equity Purchase Agreement (as amended, supplemented or otherwise modified, the “Purchase Agreement”). Pursuant to the Purchase Agreement, the completion of the transactions involving Valvoline’s Global Products business in the United Arab Emirates will occur on one or more future dates and is subject to the satisfaction or waiver of limited closing conditions as set forth in the Purchase Agreement.
On March 1, 2023, Valvoline completed the Transaction. The purchase price is $2.65 billion in cash, subject to certain customary adjustments as set forth in the Purchase Agreement.
On March 1, 2023, pursuant to the Purchase Agreement and in connection with the Transaction, Valvoline and its wholly-owned subsidiaries, Valvoline LLC, a Delaware limited liability company (“Valvoline LLC”), and Valvoline Licensing and Intellectual Property LLC, a Delaware limited liability company, entered into a Trademark Co-Existence Agreement (the “Brand Agreement”) with VGP and VGP IPCo LLC, a Delaware limited liability company and wholly-owned subsidiary of VGP. Pursuant to the Brand Agreement, Valvoline will retain ownership of the Valvoline brand for all retail services, including transportation-related retail services, conducted (i) on a business to consumer basis, or (ii) solely with respect to vehicle maintenance or care on all modes of ground transportation, on a business to business basis, in each case, either directly or through a franchisee, licensee, or business partner, whether previously, now, or hereafter rendered, and all marketing, promotion, and advertising thereof.
In addition, pursuant to the Purchase Agreement and in connection with the Transaction, on March 1, 2023, Valvoline and Valvoline LLC entered into a Supply Agreement (the “Supply Agreement”) with VGP. Pursuant to the Supply Agreement, Valvoline will purchase substantially all lubricant and certain ancillary products for its stores in the United States and Canada from VGP, subject to the terms and conditions set forth in the Supply Agreement.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Brand Agreement and the Supply Agreement are not complete and are qualified in their entirety by reference to the Brand Agreement and the Supply Agreement, as applicable, copies of which will be filed as exhibits to the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 to be filed by Valvoline with the U.S. Securities and Exchange Commission.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure in Item 1.01 above is hereby incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2023, Jamal K. Muashsher, Valvoline’s Senior Vice President and President, Global Products; Thomas A. Gerrald II, Valvoline’s Senior Vice President and Chief Supply Chain Officer; and Michael S. Ryan, Valvoline’s Chief Accounting Officer, each resigned as executive officers of Valvoline to assume roles with VGP in connection with the Transaction.
