Valvoline Inc. filed an 8-K with the U.S. Securities and Exchange Commission on August 24, 2026, disclosing the closing of a $600 million senior notes offering and an amendment to its revolving credit facility, both executed on August 24, 2026.

Key Highlights

  • $600 million notes offering closed: Valvoline issued $600 million aggregate principal amount of 6.125% senior notes due August 15, 2034.
  • Proceeds earmarked for debt repayment: The company disclosed it intends to use net proceeds to repay in full its senior secured term loan A facility and partially repay its senior secured term loan B facility.
  • Revolving credit facility expanded: The credit facility amendment increases availability from $475 million to $600 million and extends the maturity to five years after August 24, 2026.
  • Pricing reduced and leverage covenant revised: The amendment reduces pricing on the revolving facility and raises the maximum consolidated net leverage ratio from 4.50:1.00 to 5.00:1.00, stepping down to 4.75:1.00 and 4.50:1.00 in the third and fourth years, respectively.
  • Notes unregistered and restricted: The Notes were not registered under the Securities Act of 1933 and were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
  • U.S. Bank Trust Company, National Association named trustee: The trustee under the new indenture also serves in the same role for Valvoline's existing 3.625% senior notes due 2031.

Valvoline Issues 2034 Senior Notes and Reshapes Credit Agreement Terms

According to the filing, Valvoline Inc. (NYSE:VVV) closed its previously announced notes offering on August 24, 2026, issuing $600 million aggregate principal amount of 6.125% senior notes due 2034. The Notes are described as "unsubordinated unsecured obligations of Valvoline" and are guaranteed on an unsubordinated unsecured basis by subsidiaries that also guarantee Valvoline's obligations under its existing senior secured credit facilities or its existing 3.625% senior notes due 2031. The indenture governing the Notes was entered into among Valvoline, the subsidiary guarantors, and U.S. Bank Trust Company, National Association, as trustee.

The filing states that Valvoline intends to apply the net proceeds to repay in full its senior secured term loan A facility and to partially repay its senior secured term loan B facility, with any remainder available for general corporate purposes. The indenture contains customary events of default, including non-payment of principal and interest, non-performance of covenants, default on other material debt, and bankruptcy or insolvency. The filing also notes that if a change of control repurchase event occurs as described in the indenture, Valvoline may be required to offer to purchase the Notes from holders.

Separately, the filing discloses that Valvoline entered into Amendment No. 2 to its Second Amended and Restated Credit Agreement on the same date. The amendment increases revolving credit facility availability from $475 million to $600 million, reduces pricing, and extends the facility's maturity to five years after August 24, 2026. The maximum consolidated net leverage ratio under the financial covenant was raised from 4.50:1.00 to 5.00:1.00, with step-downs to 4.75:1.00 and 4.50:1.00 in the third and fourth years of the facility. The amendment also adds flexibility to increase that ratio by 0.50:1.00 following the consummation of a material acquisition. The Bank of Nova Scotia serves as administrative agent under the credit agreement.

What Was Disclosed

Valvoline disclosed the closing of a $600 million senior notes offering at 6.125% due 2034 and an amendment to its revolving credit facility that increases availability, reduces pricing, extends maturity, and revises leverage covenant thresholds, all effective August 24, 2026.