VALVOLINE INC VVV

election_required = True...shares and I tender all of my shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you properly tender all of those shares at or below the Final Purchase Price before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Notwithstanding anything to the contrary in this Offer to Purchase, participation in the “odd lot” tender option is not permissible with respect to shares held within the 40l(k)...

expiry = 2023-06-08...ALVOLINE INC. OF UP TO $1.0 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $40.00 PER SHARE NOR LESS THAN $35.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON THURSDAY, JUNE 8, 2023, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”) OR TERMINATED. Valvoline Inc., a Kentucky corporation (the “Company,” “Valvoline,” “we,” “our” or “us”), is offering to purchase up to $1.0...

listed = True...termination in a court of competent jurisdiction. The Offer is not conditioned on any minimum number of shares being tendered and is not subject to a financing condition. 8. Price Range of Shares; Dividends; Share Repurchases Price Range of Shares. The shares are traded on the NYSE under the symbol “VVV.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the NYSE based on published financial sources. High Low Year Ended December 31, 2021: First Quarter 26.95 23.23 Second Quarter 34.65 26.18 Third Quarter 32.92 29.96 Fourth Quarter 37.51 31.45 Y...

mechanism = DUTCH...er of the shares, Valvoline Inc., a Kentucky corporation, is offering to purchase the shares. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch auction.” This procedure allows you to either elect to accept the price determined in the Offer or specify a price (in increments of $0.25) not greater than $40.00 per share nor less than $35.00 per share at which you are willing to sell your shares. We will designate a single per share price that we will pay for shares properly tendered and not...

must_tender_all = True...ct to 5 Table of Contents applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn at or prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Time; • second, from all other shareholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis (except for shareholders who tendered shares conditionally for which the condition was not satisfied); and • third, o...

no_priority = True...14) may be subject to U.S. federal withholding tax at a rate of 30% on the gross proceeds paid pursuant to the Offer. See Sections 3 and 14 and the Letter of Transmittal for additional information. 6. Conditional Tender of Shares Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered at or prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular shareholder may affect the U.S. federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. The conditional tender alternative is made available for shareholders seeking to take steps to...

price = USD 40.0...hares accepted for payment will be paid promptly after the Expiration Time, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $40.00 per share, we would purchase 25,000,000 shares if the Offer is fully subscribed, which would represent approximately 15.08% of the issued and outstanding shares as of May 5, 2023. At the minimum Final Purchase Price of $35.00 per...

priority_conflicting = True...lion (or such greater amount as we may elect to purchase, subject to 5 Table of Contents applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn at or prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Time; • second, from all other shareholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis (except for shareholders who tendered shares conditionally for which t...

threshold = 100...issued and outstanding shares as of May 5, 2023. See Sections 1 and 5. If more than $1.0 billion of the Company’s shares are properly tendered at or below the Final Purchase Price, we will purchase all shares properly tendered on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis, and conditional tenders whose condition was not met, which we will not purchase (except as described in Section 6). In accordance with the rules of the SEC, we also expressly reserve the right to accept additional shares in the Offer, not to exceed 2% of our outstanding shares (approximately...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d419606dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY VALVOLINE INC. OF UP TO $1.0 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $40.00 PER SHARE NOR LESS THAN $35.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON THURSDAY, JUNE 8, 2023, UNLESS THE OFFER IS EXTEN...