SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
VALVOLINE INC.
(Name of Subject Company (Issuer))
VALVOLINE INC.
(Names of Filing Persons (Issuer and Offeror))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
92047W101
(CUSIP Number of Class of Securities)
Julie M. O’Daniel
Senior Vice President, Chief Legal Officer and Corporate Secretary
Valvoline Inc.
100 Valvoline Way, Suite 100
Lexington, KY 40509
(859) 357-7777
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
Ilir Mujalovic
Harald Halbhuber
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTION
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2023 as amended and supplemented by Amendment No. 1 filed with the SEC on June 9, 2023 (as amended, the “Schedule TO”), relating to the offer by Valvoline Inc., a Kentucky corporation (the “Company”), to purchase up to $1.0 billion in value of its common stock, par value $0.01 per share, at a price not greater than $40.00 per share nor less than $35.00 per share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 11, 2023 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively.
This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended. Only those items amended are reported in this Amendment. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
ITEM 11. ADDITIONAL INFORMATION
Item 11(c) of the Schedule TO is hereby amended and supplemented by adding the following:
On June 13, 2023, the Company issued a press release announcing the final results of the Offer, which expired at 12:00 midnight, at the end of the day, New York City time, on June 8, 2023. A copy of the press release is filed as Exhibit (a)(5)(O) to the Schedule TO and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
| (a)(5)(O) | Press Release, dated June 13, 2023. | |
| 107 | Filing Fee Table. | |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 13, 2023
| VALVOLINE INC. | ||
| By: | /s/ Julie M. O’Daniel | |
| Name: Julie M. O’Daniel | ||
| Title: Senior Vice President, Chief Legal | ||
| Officer and Corporate Secretary | ||
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