Valvoline Announces Pricing and Upsizing of Senior Notes Offering

Valvoline Inc. (“Valvoline”) (NYSE: VVV) announced today the pricing of its offering of $600,000,000 aggregate principal amount of 6.125% Senior Notes due 2034 (the “Notes”). The offering was upsized by $100,000,000 aggregate principal amount compared to the previously announced offering size of $500,000,000. The offering of the Notes is part of a leverage-neutral coordinated refinancing transaction intended to strengthen Valvoline’s debt maturity profile and enhance liquidity.

The Notes will be unsubordinated unsecured obligations of Valvoline. Each of Valvoline’s subsidiaries that guarantees Valvoline’s obligations under its senior secured credit facilities will guarantee the Notes on an unsubordinated unsecured basis. Valvoline intends to use the net proceeds from the offering to repay in full its senior secured term loan A facility and partially repay its senior secured term loan B facility, to pay related fees and expenses, and the remainder, if any, for general corporate purposes. The offering is expected to close on August 24, 2026, subject to customary closing conditions.

Concurrent with the offering, Valvoline intends to enter into an amendment to its existing revolving credit facility (the “Credit Facilities Amendment”) to, among other things, increase availability thereunder from $475 million to $600 million, reduce the pricing thereof and extend its maturity to the date that is five years after the amendment effective date. The Credit Facilities Amendment is expected to enhance Valvoline’s liquidity position, reduce borrowing costs and provide additional financial flexibility. The offering of Notes is not conditioned upon the effectiveness of the Credit Facilities Amendment.