ASHLAND INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-09-28: Form 8-K; Period of report 2016-09-22; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
- 2016-09-23: Form 8-K; Period of report 2016-09-22; Description 8.01 Other Events; Details 8.01.
- 2016-09-21: Form 8-K; Period of report 2016-09-15; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2016-09-12: Form 8-K; Period of report 2016-09-12; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-09-28 | 8-K | 2016-09-22 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 On September 22, 2016, Ashland Global Holdings Inc. (“Ashland”) entered into a separation agreement with Valvoline Inc. (“Valvoline”) to facilitate the separation of Ashland and Valvoline into two separate companies (the “Separation”). 2.03 As previously disclosed in Ashland LLC’s Current Report on Form 8-K filed with the SEC on July 11, 2016, Valvoline Finco One LLC, a former Delaware limited liability company (“Finco One”) and a former, indirect finance subsidiary of Ashland and Valvoline, entered into a Credit Agreement (as amended or otherwise modified from time to time, the “Valvoline Credit Agreement”) dated as of July 11, 2016, among Finco One, as the Initial Borrower, The Bank of Nova Scotia, as Administrative Agent, Citibank, N.A., as Syndication Agent, and the Lenders party thereto. 5.02 On September 22, 2016, the Personnel and Compensation Committee (the “P&C Committee”) of Ashland approved the freezing of the Ashland Inc. Supplemental Defined Contribution Plan for Certain Employees, effective September 30, 2016. 8.01 Ashland and Valvoline today announced the closing of the IPO at a price to the public of $22.00 per share, including the underwriters’ full exercise of their option to purchase 4,500,000 shares to cover over-allotments. | d258812d8k.htm |
| 2016-09-23 | 8-K | 2016-09-22 | 8.01 Other Events | 8.01 Ashland Global Holdings Inc. (“Ashland”) and Valvoline Inc. (“Valvoline”) today announced the pricing of Valvoline’s initial public offering of 30,000,000 shares of Valvoline’s common stock (the “IPO”) at a price to the public of $22.00 per share. | d444279d8k.htm |
| 2016-09-21 | 8-K | 2016-09-15 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 The information set forth under Item 5.02 under the heading “Assumption of Equity Incentive Plans, Deferred Compensation Plans and Certain Tax-Qualified Retirement Plans” is incorporated by reference into this Item 1.01. 2.01 On September 20, 2016, pursuant to the Agreement and Plan of Merger dated as of May 31, 2016 (the “Merger Agreement”), between and among Ashland, Ashland Global Holdings Inc. (“Ashland Global”), previously a direct subsidiary of Ashland, and Ashland Merger Sub Corp, a Kentucky corporation and direct subsidiary of Ashland Global (“Merger Sub”), (a) Ashland Global replaced Ashland as the publicly held corporation, which, through its subsidiaries, will conduct all of the operations currently conducted by Ashland, (b) Merger Sub merged with and into Ashland, with Ashland surviving the merger and continuing as a wholly-owned subsidiary of Ashland Global (the “Merger”), and (c) each share of Ashland common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive one share of Ashland Global common stock. 3.01 The information set forth in Item 2.01 of this Current Report is incorporated by reference into this Item 3.01. 3.03 At the closing of the Merger, each issued and outstanding share of Ashland common stock immediately prior to the effective time of the Merger was converted into the right to receive one share of Ashland Global common stock. 5.01 The information set forth in Item 2.01 and Item 3.03 of this Current Report is incorporated by reference into this Item 5.01. 5.02 In connection with the merger, Ashland will no longer have any directors and will be managed by its sole member, a wholly owned subsidiary of Ashland Global. 5.03 On September 21, 2016, Ashland was converted from a Kentucky corporation to a Kentucky limited liability company pursuant to Sections 275.376 and 275.377 of the Kentucky Revised Statutes. | d265419d8k.htm |
| 2016-09-12 | 8-K | 2016-09-12 | 8.01 Other Events | 8.01 Ashland Inc. (“Ashland”) today announced the launch of the Valvoline Inc. (“Valvoline”) initial public offering (the “IPO”) of 30,000,000 shares of Valvoline’s common stock. | d256413d8k.htm |
| 2016-09-07 | 8-K | 2016-09-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Ashland Inc. (“Ashland”) held a Special Meeting of Shareholders (“Special Meeting”) on September 7, 2016. | form8k.htm |
| 2016-07-26 | 8-K | 2016-07-26 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On July 26, 2016, Ashland Inc. (“Ashland”) announced preliminary third quarter results, which are discussed in more detail in the news release (the “News Release”) attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated herein by reference into this Item 2.02. 7.01 On July 26, 2016, Ashland will make available the News Release, a slide presentation and prepared remarks on the “Investor Center” section of Ashland’s website located at http://investor.ashland.com. | form8k.htm |
| 2016-07-20 | 8-K | 2016-07-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On July 20, 2016, William G. Dempsey, a long-time pharmaceutical industry executive, was elected to serve on the Board of Directors of Ashland Inc. (“Ashland”) effective immediately. 8.01 On July 20, 2016, Ashland issued a news release (the “News Release”) relating to the election of Mr. Dempsey to the Board of Directors. | form8k.htm |
| 2016-07-20 | 8-K | 2016-07-20 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference. 8.01 On July 20, 2016, Ashland issued a news release (the “News Release”) relating to the completion of the Notes Offering. | d126014d8k.htm |
| 2016-07-13 | 8-K | 2016-07-13 | 8.01 Other Events | 8.01 On July 13, 2016, Ashland Inc. (“Ashland”) announced the pricing of an offering by its indirect, wholly owned subsidiary, Valvoline Finco Two LLC, a Delaware limited liability company (“Valvoline Finco”), of $375 million aggregate principal amount of 5.5% senior notes due 2024 (the “Notes”). | d221223d8k.htm |
| 2016-07-12 | 8-K | 2016-07-12 | 8.01 Other Events | 8.01 On July 12, 2016, Ashland Inc. (“Ashland”) announced that its indirect, wholly owned subsidiary Vavoline Finco Two LLC, a Delaware limited liability company (“Valvoline Finco”), has commenced a proposed offering (the “Notes Offering”) of $375 million aggregate principal amount of senior notes due 2024 (the “Notes”). | d223652d8k.htm |
| 2016-07-11 | 8-K | 2016-07-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 On July 8, 2016, Ashland Inc. (“Ashland”) entered into Amendment No. 1 (as amended or otherwise modified from time to time, the “Ashland Amendment”) to the Credit Agreement (as amended or otherwise modified from time to time, the “Ashland Credit Agreement”) dated as of June 23, 2015, among Ashland, The Bank of Nova Scotia, as Administrative Agent, Swing Line Lender and an L/C Issuer, Citibank, N.A., as Syndication Agent, and the Lenders from time to time party thereto. 2.03 The information set forth under “Item 1.01. 8.01 On July 11, 2016, Ashland Inc. issued a news release announcing the entry into the Ashland Amendment and the Valvoline Credit Agreement as a next step in the separation of its specialty chemicals and Valvoline businesses. | d225346d8k.htm |
| 2016-06-20 | 8-K | 2016-06-20 | 8.01 Other Events | 8.01 As previously announced, Ashland Inc. has hired Mary Meixelsperger as the chief financial officer of its wholly owned subsidiary, Valvoline Inc. On June 20, 2016, Ashland Inc. issued a news release announcing that Meixelsperger will receive an employment inducement award, in compliance with Rule 303A.08 of the New York Stock Exchange Listed Company Manual, consisting of a one-time grant of time-vested restricted stock in the amount of 4,500 shares. | d189965d8k.htm |
| 2016-06-07 | 8-K | 2016-06-07 | 8.01 Other Events | 8.01 On June 7, 2016, Ashland Inc. issued a news release announcing the hiring of Mary Meixelsperger as the chief financial officer of its wholly owned subsidiary, Valvoline Inc., effective June 20, 2016. | form8k.htm |
| 2016-05-31 | 8-K | 2016-05-31 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 As previously announced, the Board of Directors of Ashland Inc. (“Ashland”) has approved a plan to separate into two independent, publicly-traded companies (one company composed of Ashland Specialty Ingredients and Ashland Performance Materials, and the other composed of Ashland’s Valvoline business segment). 8.01 On May 31, 2016, Ashland Inc. issued a news release to provide an update on the separation. | form8k.htm |
| 2016-04-26 | 8-K | 2016-04-26 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 26, 2016, Ashland Inc. (“Ashland”) announced preliminary second quarter results, which are discussed in more detail in the news release (the “News Release”) attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated herein by reference into this Item 2.02. 7.01 On April 26, 2016, Ashland will make available the News Release, a slide presentation and prepared remarks on the “Investor Center” section of Ashland’s website located at http://investor.ashland.com. | form8k.htm |
| 2016-04-13 | 8-K | 2016-04-13 | 8.01 Other Events | 8.01 On April 13, 2016, Ashland Inc. issued a news release to provide an update on its previously announced plan to separate Ashland into two independent, publicly traded companies: the new Ashland, composed of Ashland Specialty Ingredients and Ashland Performance Materials, and Valvoline, composed of Ashland’s Valvoline business segment. | form8k.htm |
| 2016-03-22 | 8-K | 2016-03-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 16, 2016, the Personnel and Compensation Committee of the Board of Directors (the “P&C Committee”) of Ashland Inc. (the “Company”) authorized the amendment of the Amended and Restated Ashland Inc. Supplemental Early Retirement Plan for Certain Employees (the “SERP”), the Amended and Restated Ashland Inc. Nonqualified Excess Benefit Pension Plan and the Hercules Incorporated Employee Pension Restoration Plan (collectively, the “Executive Excess Plans”) in order to freeze the accrual of benefits under the Executive Excess Plans, effective as of September 30, 2016. | form8k.htm |
| 2016-02-01 | 8-K | 2016-01-28 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Ashland Inc. (“Ashland”) held its Annual Meeting of Shareholders (“Annual Meeting”) on January 28, 2016. | form8k.htm |
| 2016-01-25 | 8-K | 2016-01-25 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 25, 2016, Ashland Inc. (“Ashland”) announced preliminary first quarter results, which are discussed in more detail in the news release (the “News Release”) attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated herein by reference into this Item 2.02. 7.01 On January 25, 2016, Ashland will make available the News Release, a slide presentation and prepared remarks on the “Investor Center” section of Ashland’s website located at http://investor.ashland.com. | form8k.htm |