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Filed Pursuant to Rule 424(b)(4) Registration No. 333-211720
This is Valvoline Inc.’s initial public offering. We are selling 30,000,000 shares of our common stock.
Prior to this offering, no public market existed for the shares. Our common stock has been approved for listing on the New York Stock Exchange under the symbol “VVV.”
Because Ashland controls a majority of the voting power of our common stock, we are a “controlled company” within the meaning of the New York Stock Exchange listing standards. See “Management—Status as a ‘Controlled Company’ under NYSE Listing Standards” and “Principal Stockholders” for additional information.
Investing in the common stock involves risks that are described in the “ Risk Factors ” section beginning on page 16 of this prospectus.
Per Share Total Public offering price $ 22.00 $660,000,000 Underwriting discount and commissions (1) $ 1.155 $ 34,650,000 Proceeds, before expenses, to us $ 20.845 $625,350,000
(1) See “Underwriting (Conflicts of Interest)” beginning on page 181 of this prospectus for additional information regarding total underwriter compensation.
The underwriters may also exercise their option to purchase up to an additional 4,500,000 shares from us, at the public offering price, less the underwriting discount, to cover over allotments for 30 days after the date of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The shares will be ready for delivery on or about September 28, 2016.
Joint Book-Running Managers
BofA Merrill Lynch Citigroup Morgan Stanley Deutsche Bank Securities Goldman, Sachs & Co. J.P. Morgan
BTIG Mizuho Securities PNC Capital Markets LLC SunTrust Robinson Humphrey
The date of this prospectus is September 22, 2016.
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WE INTRODUCED MOTOR OIL BACK IN 1866. AND WE’VE BEEN REINVENTING IT EVER SINCE. 1866 1930’s 1960’s 1970’s 1980 1987 1997 2004 J-6541 ©2016 Valvoline ™ Trademark, Valvoline or its subsidiaries, registered in various countries
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TABLE OF CONTENTS Page For Investors Outside the United States ii Trademarks, Trade Names and Service Marks ii Industry and Market Data ii Prospectus Summary 1 Risk Factors 16 Cautionary Statement Regarding Forward-Looking Statements 38 Use of Proceeds 39 Dividend Policy 40 Capitalization 41 Dilution 42 Selected Combined Financial Data 43 Unaudited Pro Forma Condensed Combined Financial Statements 46 Management’s Discussion and Analysis of Financial Condition and Results of Operations 55 Business 90 Management 109 Executive Compensation 115 Certain Relationships and Related Party Transactions 157 Principal Stockholders 165 Description of Indebtedness 166 Description of Capital Stock 169 Shares Eligible for Future Sale 176 Material U.S. Federal Income Tax Consequences for Non-U.S. Holders of Our Common Stock 178 Underwriting (Conflicts of Interest) 181 Validity of Common Stock 190 Experts 190 Where You Can Find More Information 190 Index to Financial Statements F-1
We have not and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
Through and including October 17, 2016 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
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FOR INVESTORS OUTSIDE THE UNITED STATES
Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
We use various trademarks, trade names and service marks in our business, including Valvoline TM , Valvoline Instant Oil Change SM , MaxLife TM , SynPower TM and Premium Blue TM . For convenience, we may not include the SM , ® or ™ symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this prospectus are the property of their respective owners.
INDUSTRY AND MARKET DATA
This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, public filings and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our ranking, market position and market estimates are based on independent industry publications, third-party forecasts, management’s estimates and assumptions about our markets and our internal research. We have not independently verified such third-party information nor have we ascertained the underlying economic assumptions relied upon in those sources, and we cannot assure you of the accuracy or completeness of such information contained in this prospectus. Such data involve risks and uncertainties and is subject to change based on various factors, including those discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
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This summary highlights certain information about us and this offering contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the “Risk Factors” section and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.
As used in this prospectus, the terms “Valvoline,” the “Company,” “we,” “us” and “our” may, depending on the context, refer to Valvoline Inc., to the Valvoline business segment of Ashland Inc. as described more particularly under “Certain Relationships and Related Party Transactions—Relationship with Ashland—Historical Relationship with Ashland” or to Valvoline Inc. and its consolidated subsidiaries after giving effect to the contribution and separation transactions described under “Certain Relationships and Related Party Transactions—Relationship with Ashland—Separation Steps.”
We describe in this prospectus the businesses that will be contributed to us by Ashland as part of our separation from Ashland as if they were our businesses for all historical periods described. Our historical financial results as part of Ashland contained in this prospectus may not reflect our financial results in the future as a standalone company or what our financial results would have been had we been a standalone company during the periods presented.
Ashland Inc. and we are subsidiaries of Ashland Global Holdings Inc., or “Ashland Global,” a newly formed public holding company. Accordingly, as used in this pro