Valvoline Inc.

06/30/2026 | Press release | Distributed by Public on 06/30/2026 15:06

Material Agreement, Financial Obligation (Form 8-K)

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.
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