STOCK TITAN

Ashland (NYSE: ASH) inks $500 million unsecured five-year revolving credit facility

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ashland Inc. entered into a Second Amended and Restated Credit Agreement providing a new $500 million, five-year unsecured revolving credit facility, including a $125 million letter of credit sublimit, available to Ashland and its Swiss subsidiary.

The facility replaces a prior 2022 agreement and will be used for ongoing working capital and general corporate purposes. Initial interest is Term SOFR or EURIBOR plus 1.375%, or an alternate base rate plus 0.375%, with pricing and unused commitment fees later tied to Ashland’s consolidated net leverage ratio and interest coverage metrics.

Positive

  • None.

Negative

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Insights

New $500 million revolver refreshes Ashland’s liquidity on customary, covenant-based terms.

Ashland secured a five-year unsecured revolving credit facility of $500 million, with a $125 million letter of credit sublimit, replacing its 2022 agreement. The facility can be drawn by both the parent and the Swiss borrower, with Ashland guaranteeing the Swiss obligations.

Interest is based on Term SOFR, EURIBOR or an alternate base rate plus margins that initially run from 0.375% to 1.375%, then step within defined bands tied to the consolidated net leverage ratio. An unused commitment fee, initially 0.175%, similarly varies with leverage.

The agreement includes typical negative covenants and financial maintenance tests on maximum consolidated net leverage and minimum consolidated interest coverage, plus standard events of default. Overall, it formalizes a standard syndicated bank backstop; actual impact depends on borrowing levels and future financial performance.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving credit facility size $500 million Unsecured five-year revolving credit facility
Letter of credit sublimit $125 million Sublimit within the $500 million revolver
Initial SOFR/EURIBOR margin 1.375% per annum Initial spread over Term SOFR or EURIBOR
Initial base rate margin 0.375% per annum Initial spread over alternate base rate
SOFR/EURIBOR margin range 1.250%–1.750% per annum Varies with consolidated net leverage ratio
Base rate margin range 0.250%–0.750% per annum Varies with consolidated net leverage ratio
Initial unused fee 0.175% per annum On daily unused revolver commitments
Unused fee range 0.125%–0.275% per annum After compliance certificate, tied to leverage
revolving credit facility financial
"The Credit Agreement provides for a $500 million five-year revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Term SOFR financial
"loans denominated in U.S. dollars, either Term SOFR or an alternate base rate"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
EURIBOR financial
"in the case of loans denominated in Euros, EURIBOR, in each case plus the applicable interest rate margin"
Euribor is the benchmark interest rate at which banks in the eurozone lend short-term money to one another and is published for several maturities (overnight to one year). Investors watch it because it forms the baseline for many loans, mortgages, bonds and derivatives—like the temperature reading that helps predict how hot borrowing costs and returns will be across the market.
Consolidated Net Leverage Ratio financial
"will fluctuate ... based upon the Consolidated Net Leverage Ratio (as defined in the Credit Agreement)"
The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.
Consolidated Interest Coverage Ratio financial
"maintenance of a maximum Consolidated Net Leverage Ratio and a minimum Consolidated Interest Coverage Ratio"
A consolidated interest coverage ratio measures how easily a company and all its subsidiaries can pay the interest on their debt from their operating profits. It divides the group’s operating profit (earnings before interest and taxes) by the interest expenses; a higher number is like having more months of income set aside to cover loan payments, which matters to investors because it signals financial stability and lower default risk.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2026

 

 

ASHLAND INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

333-211719

81-2587835

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

8145 Blazer Drive

 

Wilmington, Delaware

 

19808

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 302 995-3000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $.01 per share

 

ASH

 

The New York Stock Exchange

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).

Emerging growth company

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.

 


Item 1.01 Entry into a Material Definitive Agreement.

On May 28, 2026 (such date, the “Closing Date”), Ashland Inc., a Delaware corporation (“Ashland”), entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) among Ashland, as a borrower, Ashland Industries Europe GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Switzerland (the “Swiss Borrower”), as a borrower, each lender from time to time party thereto, The Bank of Nova Scotia, Houston Branch, as administrative agent, swing line lender and a letter of credit issuer, each other letter of credit issuer from time to time party thereto and Citibank, N.A., as syndication agent. The Credit Agreement provides for a $500 million five-year revolving credit facility (including a $125 million letter of credit sublimit) (the “Revolving Facility”), which may be drawn by Ashland or the Swiss Borrower. After the Closing Date, proceeds of borrowings under the Revolving Facility will be used, among other things, to provide ongoing working capital and for other general corporate purposes.

 

The Credit Agreement amends and restates the Amended and Restated Credit Agreement dated as of July 22, 2022, among Ashland (formerly known as Ashland Global Holdings Inc. and the successor by merger to the interests of Ashland LLC, a Kentucky limited liability company, and Ashland Chemco Inc., a Delaware corporation), Ashland Services B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands, each lender from time to time party thereto, The Bank of Nova Scotia, Houston Branch, as administrative agent, swing line lender and a letter of credit issue, the other letter of credit issuers from time to time party thereto and Citibank, N.A., as syndication agent.

 

The obligations of the Swiss Borrower under the Revolving Facility are guaranteed by Ashland. The Revolving Facility is unsecured.

 

At Ashland’s option, loans issued under the Credit Agreement will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR or an alternate base rate and (b) in the case of loans denominated in Euros, EURIBOR, in each case plus the applicable interest rate margin. Loans will initially bear interest at Term SOFR or EURIBOR plus 1.375% per annum, in the case of Term SOFR borrowings or EURIBOR borrowings, respectively, or at the alternate base rate plus 0.375%, in the case of alternate base rate borrowings, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between Term SOFR or EURIBOR plus 1.250% per annum and Term SOFR or EURIBOR plus 1.750% per annum (or between the alternate base rate plus 0.250% per annum and the alternate base rate plus 0.750% annum), based upon the Consolidated Net Leverage Ratio (as defined in the Credit Agreement) at such time. In addition, Ashland will initially be required to pay fees of 0.175% per annum on the daily unused amount of the Revolving Facility through and including the date of delivery of a compliance certificate, and thereafter the fee rate will fluctuate between 0.125% and 0.275% per annum, based upon the Consolidated Net Leverage Ratio.

The Revolving Facility may be prepaid at any time without premium.

 

The Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including limitations on liens, additional subsidiary indebtedness, investments, mergers, dispositions, restricted payments, changes in the nature of business, affiliate transactions, restrictions on distributions by subsidiaries, use of proceeds, accounting changes and other customary limitations, as well as financial covenants (including maintenance of a maximum Consolidated Net Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement)). The Credit Agreement also contains usual and customary events of default, including non-payment of principal, interest, fees and other amounts, material breach of a representation or warranty, non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency, material judgments, incurrence of certain material ERISA liabilities, impairment of loan documentation and change of control.

 

A copy of the Credit Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement filed with this Current Report on Form 8-K.

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit 10.1

Second Amended and Restated Credit Agreement dated as of May 28, 2026, among Ashland Inc., Ashland Industries Europe GmbH, each lender from time to time party thereto, The Bank of Nova Scotia, Houston Branch, as administrative agent, swing line lender and a letter of credit issuer, each other letter of credit issuer from time to time party thereto and Citibank, N.A., as syndication agent *


Exhibit 104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

* Schedules to the Second Amended and Restated Credit Agreement are on file with the Administrative Agent.


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 thereunto duly authorized.

 

 

 

ASHLAND INC.

 

 

 

 

Date:

May 29, 2026

By:

/s/ William C. Whitaker

 

 

 

William C. Whitaker
Senior Vice President and Chief Financial Officer

 


FAQ

What new credit facility did Ashland (ASH) enter into in May 2026?

Ashland entered a Second Amended and Restated Credit Agreement providing a $500 million, five-year unsecured revolving credit facility. It replaces a 2022 agreement and supports ongoing working capital and other general corporate purposes for Ashland and its Swiss subsidiary.

What are the key terms of Ashland’s new $500 million revolving credit facility?

The revolving facility totals $500 million with a $125 million letter of credit sublimit and a five-year term. It is unsecured and may be drawn by Ashland or its Swiss borrower subsidiary, with Ashland guaranteeing the Swiss borrower’s obligations under the facility.

How is interest calculated under Ashland (ASH) 2026 credit agreement?

Loans in U.S. dollars bear interest at Term SOFR or an alternate base rate, and euro loans at EURIBOR, plus an interest margin. Initially, margins are 1.375% for Term SOFR/EURIBOR or 0.375% over the alternate base rate, later varying with Ashland’s consolidated net leverage ratio.

What fees does Ashland pay on unused amounts of its new revolving facility?

Ashland initially pays a 0.175% per annum fee on the daily unused amount of the revolving facility. After delivery of a quarterly compliance certificate, the unused fee ranges between 0.125% and 0.275% per year, depending on the consolidated net leverage ratio.

What covenants and defaults are included in Ashland’s 2026 credit agreement?

The agreement includes customary covenants limiting liens, additional debt, investments, mergers, dispositions and restricted payments, plus financial covenants on maximum consolidated net leverage and minimum interest coverage. Standard events of default cover payment failures, covenant breaches, other material debt defaults, bankruptcy, judgments and change of control.

Who are the key financial institutions in Ashland’s new credit facility?

The Bank of Nova Scotia, Houston Branch, acts as administrative agent, swing line lender and letter of credit issuer. Citibank, N.A. serves as syndication agent, and additional lenders and letter of credit issuers may participate as parties to the syndicated revolving credit facility.

Filing Exhibits & Attachments

2 documents