UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 22, 2020
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VALVOLINE INC.
(Exact name of registrant as specified in its charter)
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| Kentucky | | 001-37884 | | 30-0939371 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
100 Valvoline Way
Lexington, KY 40509
(Address of Principal Executive Offices)
(859) 357-7777
(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | | VVV | | New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | | | | |
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| | Emerging growth company | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | ☐ |
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 22, 2020, Valvoline LLC (“Valvoline LLC”), a wholly-owned subsidiary of Valvoline Inc. (the “Company”), Lex Capital LLC (“LEX”), a bankruptcy-remote subsidiary of Valvoline LLC, the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators (all as defined in the Transfer and Administration Agreement) and PNC Bank, National Association (the “Agent”), as agent for the Investors entered into a Third Amendment (the “Amendment”) to the Transfer and Administration Agreement, dated as of November 29, 2016 (the “AR Securitization Facility”).
The Amendment to the AR Securitization Facility modified the eligibility requirements for certain receivables in response to the COVID-19 pandemic, which increased the Company’s borrowing base under the AR Securitization Facility. In addition, the Amendment provides that LEX shall cause the Net Investment (as defined in the AR Securitization Facility) to exceed the “Minimum Funding Threshold” at all times. The Minimum Funding Threshold amount equals the lesser of 50% of the Facility Limit (as defined in the AR Securitization Facility) and the borrowing base. The Facility Limit and other relevant terms and conditions of the AR Securitization were substantially unchanged under the Amendment.
The foregoing description of the Amendment is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and is incorporated herein by reference.
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| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | VALVOLINE INC. | |
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| Date: April 28, 2020 | By: | /s/ Mary E. Meixelsperger |
| | | Mary E. Meixelsperger |
| | | Chief Financial Officer |
