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Valvoline (NYSE: VVV) refinances $738.2M Term B debt with amended facility

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

Rhea-AI Filing Summary

Valvoline Inc. entered into Amendment No. 1 to its Second Amended and Restated Credit Agreement on June 30, 2026. The amendment refinances all existing Term B Loans into a new class of refinancing term loans while keeping the total debt level unchanged at $738,150,000 of Refinanced Term B Loans.

At Valvoline’s option, these loans now bear interest at either adjusted term SOFR plus 1.75% per year or a base rate plus 0.75% per year. The loans continue to amortize quarterly at 0.25% of the aggregate principal amount starting September 30, 2026, with the remaining balance due on the Term B Facility’s unchanged maturity date, seven years after December 1, 2025. Certain repricing transactions within six months of the amendment are subject to a 1.00% prepayment premium, and all other material credit agreement terms remain the same.

Positive

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  • None.
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.
Refinanced Term B Loans principal $738,150,000 Aggregate principal outstanding after Amendment No. 1
SOFR spread 1.75% per annum Margin over adjusted term SOFR for term SOFR borrowings
Base rate spread 0.75% per annum Margin over base rate for base rate borrowings
Quarterly amortization rate 0.25% of principal Quarterly amortization of Refinanced Term B Loans
Repricing prepayment premium 1.00% Premium on certain repricing transactions within six months of June 30, 2026
Amendment effective date June 30, 2026 Amendment No. 1 Effective Date for Amended Credit Agreement
Amortization start date September 30, 2026 First quarterly amortization payment on Refinanced Term B Loans
Term B Facility tenor 7 years Maturity is seven years after December 1, 2025
Amended Credit Agreement financial
"The Credit Agreement, as amended by the Amendment, is referred to as the “Amended Credit Agreement”."
An amended credit agreement is a revised loan contract between a borrower and its lenders that changes the original rules—such as interest rate, repayment schedule, maturity date or financial covenants. Think of it as renegotiating the terms of a mortgage or car loan; the changes affect how much cash a company must pay, how flexible it is with spending, and how risky its debt looks to investors. Investors watch these amendments because they can signal improved breathing room or growing stress on a company’s finances.
Term B Loans financial
"The Amendment provides for the refinancing of all Term B Loans outstanding under the Credit Agreement."
Term B loans are large, longer‑dated bank loans made to companies, often used to fund big acquisitions or refinance existing debt; think of them as a long-term mortgage a company takes out but sold to a group of institutional investors rather than kept by one bank. They matter to investors because they usually pay higher interest than plain corporate bonds and are widely traded by funds, so changes in demand, credit quality or interest rates can affect the value and yield of these loans in a portfolio.
adjusted term SOFR financial
"At Valvoline’s option, the Refinanced Term B Loans bear interest at a rate per annum based on either adjusted term SOFR plus 1.75% per annum."
Adjusted term SOFR is a forward‑looking interest benchmark based on short‑term overnight Treasury repo rates, with a small extra amount added to reflect differences from legacy rates. Think of it as a quoted price that has been nudged to make payments comparable to older benchmarks; it matters to investors because it directly influences borrowing costs, bond yields and cash‑flow forecasts, affecting valuations and hedging outcomes.
cashless roll financial
"Certain of the lenders holding Initial Term B Loans converted their Initial Term B Loans into Refinanced Term B Loans on a cashless roll basis."
quarterly amortization financial
"The Refinanced Term B Loans remain subject to quarterly amortization at a rate of 0.25% of the aggregate principal amount."
prepayment premium financial
"including a 1.00% premium for certain repricing transactions occurring during the six-month period following the Amendment No. 1 Effective Date."
A prepayment premium is a fee a borrower pays when they pay off a loan or debt earlier than agreed, like an early-termination charge on a phone contract. For investors, it affects the timing and amount of cash they receive from loans or mortgage-backed securities, changing expected returns and reinvestment plans because early repayment can return principal sooner or come with extra compensation.
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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): June 30, 2026
__________________________________
 
VALVOLINE INC.
(Exact name of registrant as specified in its charter)
___________________________________

Kentucky001-3788430-0939371
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
100 Valvoline Way, Suite 100
Lexington, KY 40509
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareVVVNew 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 June 30, 2026 (the “Amendment No. 1 Effective Date”), Valvoline Inc. (“Valvoline”) entered into Amendment No. 1 (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of December 1, 2025 (as amended, restated, supplemented or otherwise modified from time to time prior to the Amendment No. 1 Effective Date, the “Credit Agreement”), among Valvoline, certain subsidiaries of Valvoline party thereto as loan parties, the lenders party thereto and The Bank of Nova Scotia, as administrative agent (in such capacity, the “Administrative Agent”). The Credit Agreement, as amended by the Amendment, is referred to as the “Amended Credit Agreement”.

The Amendment provides for the refinancing of all Term B Loans outstanding under the Credit Agreement immediately prior to the Amendment No. 1 Effective Date (the “Initial Term B Loans”) by incurring a new class of refinancing term loans under the Amended Credit Agreement (the “Refinanced Term B Loans”). Certain of the lenders holding Initial Term B Loans (the “Initial Term B Lenders”) converted their Initial Term B Loans into Refinanced Term B Loans on a cashless roll basis, and The Bank of Nova Scotia, as a lender of the new Refinanced Term B Loans (the “Refinancing Term B Lenders”), made its new Refinanced Term B Loans in cash. The proceeds of the cash-funded Refinanced Term B Loans were used to repay the Initial Term B Loans that were not converted on a cashless roll basis. The Amendment became effective, and the Refinanced Term B Loans were made or converted, on the Amendment No. 1 Effective Date. Following effectiveness of the Amendment, the aggregate principal amount of Refinanced Term B Loans outstanding under the Amended Credit Agreement remains the same as immediately prior to the Amendment and is $738,150,000.

At Valvoline’s option, the Refinanced Term B Loans bear interest at a rate per annum based on either adjusted term SOFR plus 1.75% per annum, in the case of term SOFR borrowings, or, the base rate plus 0.75% per annum, in the case of base rate borrowings.

The Refinanced Term B Loans remain subject to quarterly amortization at a rate of 0.25% of the aggregate principal amount, commencing September 30, 2026, with the remaining balance due on the maturity date for the Term B Facility. The maturity date for the Term B Facility remains the date that is seven years after December 1, 2025. The Refinanced Term B Loans may be prepaid in accordance with the Amended Credit Agreement, including a 1.00% premium for certain repricing transactions occurring during the six-month period following the Amendment No. 1 Effective Date.

All other material terms of the Credit Agreement remain unchanged in the Amended Credit Agreement.

The foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated by reference into this Item 1.01

Item 2.03.Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
ExhibitDescription
10.1
Amendment No. 1, dated as of June 30, 2026, among Valvoline, certain subsidiaries of Valvoline party thereto as loan parties, the lenders party thereto and The Bank of Nova Scotia, as administrative agent (including Exhibit A – Second Amended and Restated Credit Agreement, Conformed through Amendment No.1, dated June 30, 2026 among Valvoline, The Bank of Nova Scotia, as Administrative Agent, swing line lender and an L/C issuer, and the lenders and other L/C issuers party thereto).
104Cover Page Interactive Data File (embedded within Inline XBRL document)
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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.
   
Dated: June 30, 2026By: /s/ J. Kevin Willis
  J. Kevin Willis
  Chief Financial Officer













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Source: View Original Filing on SEC EDGAR

FAQ

What did Valvoline (VVV) change in its credit agreement on June 30, 2026?

Valvoline entered into Amendment No. 1 to its Second Amended and Restated Credit Agreement, refinancing all existing Term B Loans into a new class of Refinanced Term B Loans while keeping key structural terms largely the same.

What is the size of Valvoline’s Refinanced Term B Loans under the amended agreement?

Following the amendment, Valvoline’s aggregate principal amount of Refinanced Term B Loans remains $738,150,000. This matches the amount of Term B Loans outstanding immediately before the amendment, so the change is structural rather than an increase in total debt.

What interest rates apply to Valvoline’s Refinanced Term B Loans?

Valvoline’s Refinanced Term B Loans bear interest at either adjusted term SOFR plus 1.75% per year for term SOFR borrowings or the base rate plus 0.75% per year for base rate borrowings, giving the company a choice of benchmark for its floating-rate debt.

When do Valvoline’s Refinanced Term B Loans start amortizing and when do they mature?

The Refinanced Term B Loans continue quarterly amortization of 0.25% of the aggregate principal amount beginning September 30, 2026. The maturity date for the Term B Facility is unchanged at seven years after December 1, 2025, preserving the original term length.

Is there a prepayment premium on Valvoline’s Refinanced Term B Loans?

Yes. Certain repricing transactions involving the Refinanced Term B Loans during the six-month period after June 30, 2026, are subject to a 1.00% premium. This provision helps protect lenders from immediate refinancing at lower rates right after this amendment.

Did Valvoline change other material terms of the Term B Facility in this amendment?

The amendment primarily addresses refinancing of the Term B Loans and related rate and prepayment terms. The company states that all other material terms of the existing Credit Agreement remain unchanged in the Amended Credit Agreement following this refinancing step.

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