Valvoline Inc. (VVV) upsizes to $600M senior notes in refinancing move
Rhea-AI Filing Summary
Valvoline Inc. is undertaking a coordinated refinancing, issuing $600,000,000 aggregate principal amount of 6.125% senior notes due 2034 in a private offering to qualified institutional buyers and certain non‑U.S. persons. The notes are unsubordinated unsecured obligations and will be guaranteed on a similar basis by subsidiaries that guarantee existing senior secured credit facilities or the 2031 notes. Closing is expected on August 24, 2026, subject to customary conditions.
Valvoline intends to use the net proceeds to repay in full its senior secured term loan A facility, partially repay its senior secured term loan B facility, and pay related fees and expenses, with any remainder for general corporate purposes. In addition, it plans a Credit Facilities Amendment to increase revolving credit availability from $475 million to $600 million, reduce pricing, and extend maturity to five years after the amendment effective date, although definitive documentation has not yet been executed and the notes offering is not conditioned on that amendment.
Positive
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Filing Explained
The priced notes offering grew to $600 million, but its debt repayment and liquidity effects remain contingent on the expected August 24 closing.
Form 8-K reports that Valvoline priced
Because closing has not yet occurred, the disclosed repayment of existing term loans and any related liquidity change remain planned rather than completed. The priced amount is
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Senior notes offering size: $600,000,000 aggregate principal amount
Coupon rate: 6.125%
Original announced offering size: $500,000,000
+2 more
5 metrics
Senior notes offering size
$600,000,000 aggregate principal amount
6.125% senior notes due 2034 in private offering
Coupon rate
6.125%
Interest rate on senior notes due 2034
Original announced offering size
$500,000,000
Initial senior notes offering before $100,000,000 upsizing
Revolver availability increase
$475 million to $600 million
Planned Credit Facilities Amendment to increase revolving capacity
Expected closing date
August 24, 2026
Anticipated closing of 6.125% senior notes offering
Key Terms
senior notes, unsubordinated unsecured obligations, Credit Facilities Amendment, qualified institutional buyers, +1 more
5 terms
senior notes financial
"commencement of an offering of $500,000,000 aggregate principal amount of Senior Notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
unsubordinated unsecured obligations financial
"The Notes will be unsubordinated unsecured obligations of Valvoline"
Debt commitments that are not backed by specific assets (unsecured) and do not sit behind other creditors in repayment order (unsubordinated). Think of them like an IOU that shares the same priority as other similar IOUs but has no pledge of collateral; they matter to investors because repayment depends on the issuer’s overall ability to pay and typically has higher recovery risk than secured or senior creditor claims.
Credit Facilities Amendment financial
"enter into an amendment to its existing revolving credit facility (the “Credit Facilities Amendment”)"
qualified institutional buyers financial
"The Notes will be offered to qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Regulation S financial
"persons outside the United States pursuant to Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
FAQ
What debt offering did Valvoline (VVV) announce in this 8-K?
Valvoline announced a private offering of $600,000,000 aggregate principal amount of 6.125% senior notes due 2034. The notes are unsubordinated unsecured obligations and will be guaranteed by subsidiaries that back its existing senior secured credit facilities or 2031 notes.
How will Valvoline (VVV) use the proceeds from the $600 million notes?
Valvoline intends to use the net proceeds to repay in full its senior secured term loan A facility, partially repay its senior secured term loan B facility, and pay related fees and expenses, with any remaining proceeds applied to general corporate purposes.
When is Valvoline’s (VVV) 6.125% senior notes offering expected to close?
The offering of Valvoline’s 6.125% senior notes due 2034 is expected to close on August 24, 2026. Completion is subject to customary closing conditions associated with private debt offerings of this type.
What changes does Valvoline (VVV) plan for its revolving credit facility?
Valvoline intends a Credit Facilities Amendment to increase revolving availability from $475 million to $600 million, reduce pricing, and extend maturity to a date five years after the amendment’s effective date, though definitive documentation has not yet been executed.
Who can buy Valvoline’s (VVV) new senior notes and are they registered?
The notes will be offered to qualified institutional buyers and certain non‑U.S. persons under Regulation S. They are not registered under the Securities Act and cannot be sold in the United States without registration or an applicable exemption.
Was Valvoline’s (VVV) senior notes offering upsized from the original plan?
Yes. Valvoline initially announced a $500,000,000 senior notes offering and later priced an upsized offering of $600,000,000 aggregate principal amount, increasing the size by $100,000,000 compared with the original amount.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): August 13, 2026
__________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
100 Valvoline Way
Suite 100
(Address of Principal Executive Offices)
(859 ) 357-7777
(Registrant’s telephone number, including area code)
___________________________________
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 | ||||||||||||
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 8.01. | Other Events | ||||
On August 13, 2026, Valvoline Inc. (“Valvoline”) issued a press release announcing that it had commenced an offering of $500 million aggregate principal amount of senior notes due 2034. Subsequently, on August 13, 2026, Valvoline issued a press release announcing that it had priced the offering of $600,000,000 aggregate principal amount of 6.125% senior notes due 2034 (the “Notes”), upsizing the aggregate principal amount offered by $100 million. The Notes will be unsubordinated unsecured obligations of Valvoline and will be guaranteed on an unsubordinated unsecured basis by each of Valvoline’s subsidiaries that guarantees Valvoline’s obligations under its existing senior secured credit facilities or the 2031 Notes. Valvoline intends to use the net proceeds from the offering to repay in full its senior secured term loan A facility and partially repay its senior secured term loan B facility, to pay related fees and expenses, and the remainder, if any, for general corporate purposes. The offering is expected to close on August 24, 2026, subject to customary closing conditions. The offering of the Notes is part of a coordinated refinancing transaction intended to strengthen Valvoline’s debt maturity profile and enhance liquidity.
Substantially concurrently with or following the closing of the offering, Valvoline intends to enter into an amendment to its existing revolving credit facility (the “Credit Facilities Amendment”) to, among other things, increase availability thereunder from $475 million to $600 million, reduce the pricing thereof and extend its maturity to the date that is five years after the amendment effective date. The Credit Facilities Amendment is expected to enhance Valvoline’s liquidity position, reduce borrowing costs and provide additional financial flexibility. The offering of Notes is not conditioned upon the effectiveness of the Credit Facilities Amendment. As of the date of this Form 8-K, Valvoline has not entered into definitive documentation for the Credit Facilities Amendment and cannot be certain that it will enter into such documentation on the terms described herein or at all.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes will be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.
Copies of the press releases announcing the commencement and pricing of the Notes offering are hereby incorporated by reference and attached hereto as Exhibits 99.1 and 99.2, respectively.
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits | ||||
| Exhibit No. | Description of Exhibit | ||||
| 99.1 | Press Release announcing the commencement of the Notes offering dated August 13, 2026 | ||||
| 99.2 | Press Release announcing the pricing of the Notes offering dated August 13, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
2
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 hereunto duly authorized.
| VALVOLINE INC. | ||||||||
| Date: August 13, 2026 | By: | /s/ J. Kevin Willis | ||||||
| J. Kevin Willis | ||||||||
| Chief Financial Officer | ||||||||
3
Exhibit 99.1
NEWS RELEASE
Valvoline Announces Commencement of Senior Notes Offering
LEXINGTON, KY, August 13, 2026 - Valvoline Inc. (“Valvoline”) (NYSE: VVV) announced today the commencement of an offering of $500,000,000 aggregate principal amount of Senior Notes due 2034 (the “Notes”). The offering of the Notes is part of a leverage-neutral coordinated refinancing transaction intended to strengthen Valvoline’s debt maturity profile and enhance liquidity.
The Notes will be unsubordinated unsecured obligations of Valvoline. Each of Valvoline’s subsidiaries that guarantees Valvoline’s obligations under its senior secured credit facilities will guarantee the Notes on an unsubordinated unsecured basis. Valvoline intends to use the net proceeds from the offering, together with cash and cash equivalents on hand, to repay in full its senior secured term loan A facility and partially repay its senior secured term loan B facility and to pay related fees and expenses.
Concurrent with the offering, Valvoline intends to enter into an amendment to its existing revolving credit facility (the “Credit Facilities Amendment”) to, among other things, increase availability thereunder from $475 million to $600 million, reduce the pricing thereof and extend its maturity to the date that is five years after the amendment effective date. The Credit Facilities Amendment is expected to enhance Valvoline’s liquidity position, reduce borrowing costs and provide additional financial flexibility. The offering of Notes is not conditioned upon the effectiveness of the Credit Facilities Amendment.
The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.
This news release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
About ValvolineTM
Valvoline Inc. (NYSE: VVV) delivers quick, easy, trusted service at approximately 2,500 franchised and company-operated service centers across the United States and Canada. The Company completes more than 30 million services annually system-wide, from about 15-minute stay-in-your-car oil changes to a variety of manufacturer-recommended maintenance services such as wiper replacements and tire rotations. At Valvoline Inc., it all starts with our people, including the over 13,500 team members who are working to drive the full potential of our core business, deliver sustainable network growth, and innovate to meet the evolving needs of our customers and the car parc. For more information, 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
Certain statements in this news release, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements regarding the proposed offering of the Notes, the anticipated use of proceeds from the offering, the repayment of indebtedness, the proposed Credit Facilities Amendment, Valvoline’s liquidity, debt maturity profile, borrowing costs, leverage, financial flexibility, capital allocation, future operations, financial or operating results, executing on the growth strategy to create shareholder value by driving the full potential in Valvoline’s core business, delivering sustainable network growth and innovating to meet the changing needs of customers and the car parc; realizing the benefits from acquisitions and refranchising transactions, anticipated business levels, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. Valvoline has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” “intends,” and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline’s current expectations, estimates, projections, and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements, including risks relating to market conditions, the completion, timing and terms of the Notes offering, the effectiveness and terms of the Credit Facilities Amendment, Valvoline’s ability to repay or refinance indebtedness, changes in interest rates, leverage, liquidity and general economic, financial market and business conditions. Additional information regarding these risks and uncertainties is described in Valvoline’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of Valvoline’s most recently filed periodic reports on Forms 10-K and 10-Q, which are available on Valvoline’s website at http://investors.valvoline.com/sec-filings or on the SEC’s website at http://www.sec.gov. Valvoline assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.
FURTHER INFORMATION
Investor Inquiries
Elizabeth B. Clevinger
+1 (859) 357-3155
IR@valvoline.com
Media Inquiries
Angela Davied
media@valvoline.com
Exhibit 99.2
NEWS RELEASE
Valvoline Announces Pricing and Upsizing of Senior Notes Offering
LEXINGTON, KY, August 13, 2026 - Valvoline Inc. (“Valvoline”) (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. The offering of the Notes is part of a leverage-neutral coordinated refinancing transaction intended to strengthen Valvoline’s debt maturity profile and enhance liquidity.
The Notes will be unsubordinated unsecured obligations of Valvoline. Each of Valvoline’s subsidiaries that guarantees Valvoline’s obligations under its senior secured credit facilities will guarantee the Notes on an unsubordinated unsecured basis. Valvoline intends to use the net proceeds from the offering to repay in full its senior secured term loan A facility and partially repay its senior secured term loan B facility, to pay related fees and expenses, and the remainder, if any, for general corporate purposes. The offering is expected to close on August 24, 2026, subject to customary closing conditions.
Concurrent with the offering, Valvoline intends to enter into an amendment to its existing revolving credit facility (the “Credit Facilities Amendment”) to, among other things, increase availability thereunder from $475 million to $600 million, reduce the pricing thereof and extend its maturity to the date that is five years after the amendment effective date. The Credit Facilities Amendment is expected to enhance Valvoline’s liquidity position, reduce borrowing costs and provide additional financial flexibility. The offering of Notes is not conditioned upon the effectiveness of the Credit Facilities Amendment.
The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.
This news release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
About ValvolineTM
Valvoline Inc. (NYSE: VVV) delivers quick, easy, trusted service at approximately 2,500 franchised and company-operated service centers across the United States and Canada. The Company completes more than 30 million services annually system-wide, from about 15-minute stay-in-your-car oil changes to a variety of manufacturer-recommended maintenance services such as wiper replacements and tire rotations. At Valvoline Inc., it all starts with our people, including the over 13,500 team members who are working to drive the full potential of our core business, deliver sustainable network growth, and innovate to meet the evolving needs of our customers and the car parc. For more information, 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
Certain statements in this news release, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements regarding the proposed offering of the Notes, the anticipated use of proceeds from the offering, the repayment of indebtedness, the proposed Credit Facilities Amendment, Valvoline’s liquidity, debt maturity profile, borrowing costs, leverage, financial flexibility, capital allocation, future operations, financial or operating results, executing on the growth strategy to create shareholder value by driving the full potential in Valvoline’s core business, delivering sustainable network growth and innovating to meet the changing needs of customers and the car parc; realizing the benefits from acquisitions and refranchising transactions, anticipated business levels, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. Valvoline has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” “intends,” and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline’s current expectations, estimates, projections, and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements, including risks relating to market conditions, the completion, timing and terms of the Notes offering, the effectiveness and terms of the Credit Facilities Amendment, Valvoline’s ability to repay or refinance indebtedness, changes in interest rates, leverage, liquidity and general economic, financial market and business conditions. Additional information regarding these risks and uncertainties is described in Valvoline’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of Valvoline’s most recently filed periodic reports on Forms 10-K and 10-Q, which are available on Valvoline’s website at http://investors.valvoline.com/sec-filings or on the SEC’s website at http://www.sec.gov. Valvoline assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.
FURTHER INFORMATION
Investor Inquiries
Elizabeth B. Clevinger
+1 (859) 357-3155
IR@valvoline.com
Media Inquiries
Angela Davied
media@valvoline.com