Exhibit 99.2
Valvoline Inc.
OFFER TO EXCHANGE
$400,000,000 OUTSTANDING 4.375% SENIOR NOTES DUE 2025
FOR
REGISTERED 4.375% SENIOR NOTES DUE 2025
FULLY AND UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL AND
INTEREST BY THE GUARANTORS
PURSUANT TO THE PROSPECTUS
DATED , 2020
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2020 UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
To Registered Holders and Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the offer by Valvoline Inc., a Kentucky corporation (“Valvoline”), upon the terms and subject to the conditions set forth in the prospectus, dated , 2020 (the “Prospectus”), and the related Letter of Transmittal (which together constitute the “exchange offer”), to exchange all of its issued and outstanding 4.375% Senior Notes due 2025 that were issued on May 22, 2020 (the “Restricted Notes”) for an equivalent principal amount of registered 4.375% Senior Notes due 2025 (the “Exchange Notes”). The Exchange Notes will constitute part of the same series as the $400.0 million aggregate principal amount of 4.375% Senior Notes due 2025 that the Company issued on August 8, 2017 (the “Initial Notes”), substantially all of which have been exchanged for notes that have been registered under the Securities Act (the “Securities Act”). Once exchanged pursuant to this exchange offer, the Exchange Notes are expected to be fungible with and have the same CUSIP number as the Initial Notes that have previously been exchanged. All references to the Exchange Notes and Restricted Notes include references to the related guarantees, as appropriate.
Enclosed herewith are copies of the following documents:
1. Prospectus, dated , 2020;
2. Letter of Transmittal (together with accompanying IRS FormW-9 and related Guidelines);
3. Letter that may be sent to your clients for whose account you hold Restricted Notes in your name or in the name of your nominee; and
4. Letter that may be sent from your clients to you with such clients’ instruction with regard to the exchange offer (included in item 3 above).
We urge you to contact your clients promptly. Please note that the exchange offer will expire on the Expiration Date unless extended. The exchange offer is not conditioned upon any minimum number of Restricted Notes being tendered.