Key Terms
senior notes
financial
Senior notes represent a debt instrument where a company borrows funds from investors with a promise of repayment, including interest. They are termed “senior” because, in the event of financial distress, holders of senior notes have a priority claim on the company’s assets during liquidation, ranking above other types of debt or equity. This seniority generally translates to lower risk for investors compared to subordinate debt.
unsubordinated unsecured obligations
financial
These are financial commitments that are neither backed by specific collateral (unsecured) nor subordinate to other debt claims (unsubordinated). In essence, they are general promises to pay. For investors, this means repayment hinges on the issuer’s overall financial health and solvency. The lack of collateral and equal footing with other unsubordinated debt can lead to higher recovery risk in default scenarios.
term loan a facility
financial
A Term Loan A facility is a type of amortizing bank loan, typically part of a larger credit package, that a company repays over a set period through regular installments. It’s often one of the senior tranches of debt within a company’s capital structure, meaning its lenders have a preferential claim over other unsecured or subordinated debt. The terms, repayment schedule, and size of a Term Loan A are closely watched by investors as they directly impact a company’s cash flow, leverage ratios, and borrowing capacity.
rule 144a
regulatory
Rule 144A of the Securities Act of 1933 provides a safe harbor exemption from SEC registration requirements for the resale of restricted securities to “Qualified Institutional Buyers” (QIBs). This allows companies to access capital more efficiently by selling securities directly to large, sophisticated investors without the extensive disclosure and regulatory burdens of a public offering. It is a cornerstone of the private placement market for debt and equity.
regulation s
regulatory
Regulation S provides an exemption from SEC registration requirements for offers and sales of securities that occur outside the United States. It facilitates the international capital markets, allowing U.S. and foreign issuers to tap into global investor bases without being subject to U.S. securities laws for those offshore transactions. It’s often used in conjunction with Rule 144A for offerings targeting both U.S. institutional and international investors.
LEXINGTON, Ky.– Valvoline Inc. (NYSE: VVV) announced today the pricing of its offering of $600,000,000 aggregate principal amount of 6.125% Senior Notes due 2034 (the “Notes”). The offering was upsized by $100,000,000 aggregate principal amount compared to the previously announced offering size of $500,000,000. This expanded debt issuance underscores a strategic move by Valvoline to proactively manage its capital structure and enhance its financial flexibility. The offering is a key component of a leverage-neutral, coordinated refinancing transaction aimed at strengthening the company’s debt maturity profile and bolstering its liquidity.
These Notes will rank as unsubordinated unsecured obligations of Valvoline. A crucial element of the offering is the guarantee structure: each of Valvoline’s subsidiaries that currently guarantees its obligations under the company’s senior secured credit facilities will also guarantee these Notes on an unsubordinated, unsecured basis. This structure provides an added layer of comfort to noteholders by linking the guarantee to the existing credit support framework.
The net proceeds from this offering are earmarked for significant debt reduction. Valvoline intends to use these funds to fully repay its senior secured Term Loan A facility and make a substantial partial repayment of its senior secured Term Loan B facility. This deleveraging strategy is designed to reduce interest expense, improve credit metrics, and free up cash flow. The remainder of the proceeds, if any, will be allocated for general corporate purposes. The transaction is anticipated to close on August 24, 2026, subject to the satisfaction of customary closing conditions.
In tandem with the Notes offering, Valvoline is also executing an amendment to its existing revolving credit facility. This amendment is designed to increase the available borrowing capacity from $475 million to $600 million, while concurrently reducing the associated pricing and extending the maturity date to five years from the amendment’s effective date. These enhancements to the revolving credit facility are expected to significantly bolster Valvoline’s liquidity position, lower overall borrowing costs, and provide greater financial agility to navigate market fluctuations and pursue strategic opportunities. Importantly, the consummation of the Notes offering is independent of the effectiveness of the Credit Facilities Amendment, mitigating execution risk.
The Notes are being offered to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Internationally, the Notes are being offered to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. It is critical to note that these Notes have not been, and will not be, registered under the Securities Act. Consequently, they cannot be offered or sold within the United States without either registration or a qualifying exemption from the registration requirements.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offer, solicitation, or sale will be made in any jurisdiction where such an offer, solicitation, or sale would be unlawful.
About Valvoline™
Valvoline Inc. (NYSE: VVV) is a leading provider of automotive maintenance services, operating approximately 2,500 franchised and company-operated service centers across the United States and Canada. Annually, the company performs over 30 million services, ranging from swift oil changes to comprehensive manufacturer-recommended maintenance. Valvoline’s operational success is driven by its more than 13,500 team members, who are focused on enhancing the core business, achieving sustainable network growth, and innovating to meet the evolving demands of customers and the automotive landscape. For further details, visit vioc.com.
TM Trademark, Valvoline or its subsidiaries, registered in various countries.
SM Service mark, Valvoline or its subsidiaries, registered in various countries.
Forward-Looking Statements
This press release contains forward-looking statements, which are statements about future events and expectations and are not historical facts. These statements are based on Valvoline’s current beliefs, expectations, and projections concerning future events. They include, but are not limited to, statements regarding the proposed offering of the Notes, the intended use of proceeds, debt repayment plans, the proposed Credit Facilities Amendment, Valvoline’s liquidity, debt maturity profile, borrowing costs, leverage, financial flexibility, capital allocation strategies, future operations, financial performance, growth strategies, market opportunities, competitive positioning, and other targets for future periods. Words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” and “intends,” as well as similar expressions, are used to identify these forward-looking statements.
These forward-looking statements are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. These risks include, but are not limited to, market conditions, the completion, timing, and terms of the Notes offering and the Credit Facilities Amendment, Valvoline’s ability to manage its indebtedness, fluctuations in interest rates, changes in leverage and liquidity levels, general economic and financial market conditions, and other factors detailed in Valvoline’s filings with the Securities and Exchange Commission (the “SEC”). Investors are encouraged to review the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections in Valvoline’s most recent periodic reports on Forms 10-K and 10-Q, available on Valvoline’s investor relations website or the SEC’s website. Valvoline undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
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FURTHER INFORMATION
Investor Inquiries
Elizabeth B. Clevinger
+1 (859) 357-3155
[email protected]
Media Inquiries
Angela Davied
[email protected]
Source: Valvoline Inc.
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