Ashland Global Holdings Inc. (“Ashland”) (NYSE: ASH) announced today that it has completed the previously announced distribution of 170,000,000 shares of common stock of Valvoline Inc. (“Valvoline”) (NYSE: VVV) as a pro rata dividend on shares of Ashland common stock outstanding at the close of business on the record date of May 5, 2017.
Based on the shares of Ashland common stock outstanding as of May 5, 2017, the record date for the distribution, each share of Ashland common stock received 2.745338 shares of Valvoline common stock in the distribution.
Fractional shares of Valvoline common stock were not distributed to Ashland stockholders. Instead, the fractional shares of Valvoline common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to Ashland stockholders who would otherwise receive Valvoline fractional shares. The distribution was structured to qualify as a tax-free distribution to Ashland stockholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares will, however, be taxable. Ashland stockholders should consult their tax advisors with respect to U.S. federal, state, local and foreign tax consequences of the distribution.
“With the separation and distribution now completed, we are fully focused on Ashland’s two core priorities for the year – positioning Ashland to deliver against our fiscal 2017 plan and pivoting to become the premier specialty chemicals company,” said William A. Wulfsohn, Ashland chairman and chief executive officer. “Our work in creating two great companies, each positioned for success, would not have been possible without the tremendous commitment and support from our teams around the world.”
BofA Merrill Lynch acted as financial advisor to Ashland in connection with the distribution. Cravath, Swaine & Moore LLP acted as legal advisor to Ashland in connection with the distribution.
