Valvoline Announces Pricing of Senior Notes Offering

LEXINGTON, Ky.–(BUSINESS WIRE)–Valvoline Inc. (“Valvoline”) (NYSE: VVV) announced today the pricing of
its previously announced offering of $400 million aggregate principal
amount of 4.375% Senior Notes due 2025 (the “Notes”). The Notes will be
unsecured unsubordinated obligations of Valvoline. Each of Valvoline’s
subsidiaries that guarantees Valvoline’s obligations under its existing
senior secured credit facilities will guarantee the Notes on an
unsubordinated unsecured basis. Valvoline intends to use the net
proceeds from this offering to make a voluntary contribution to its
tax-qualified U.S. domestic pension plan. The offering is expected to
close on August 8, 2017, subject to customary closing conditions.

The Notes will be offered to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States pursuant to Regulation S under the
Securities Act. The Notes have not been registered under the Securities
Act and may not be offered or sold in the United States without
registration or an applicable exemption from the registration
requirements.

This news release shall not constitute an offer to sell, or a
solicitation of an offer to buy the Notes. No offer, solicitation, or
sale will be made in any jurisdiction in which such an offer,
solicitation, or sale would be unlawful.

About Valvoline^TM

Valvoline Inc. (NYSE: VVV) is a leading worldwide producer and
distributor of premium branded automotive, commercial and industrial
lubricants, and automotive chemicals. Valvoline ranks as the #2
quick-lube chain by number of stores and #3 passenger car motor oil
brand in the DIY market by volume in the United States. The brand
operates and franchises more than 1,070 Valvoline Instant Oil ChangeSM
centers in the United States. It also markets Valvoline™ lubricants and
automotive chemicals; MaxLife™ lubricants created for higher-mileage
engines, SynPower™ synthetic motor oil; and Zerex™ antifreeze.

^TM Trademark, Valvoline or its subsidiaries, registered in
various countries
^SM Service mark, Valvoline or its
subsidiaries, registered in various countries

Forward-Looking Statements

This news release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts, contained in the news
release, including statements regarding our industry, position, goals,
strategy, future operations, future financial position, future revenues,
estimated costs, prospects, margins, profitability, capital
expenditures, liquidity, capital resources, dividends, plans and
objectives of management are forward-looking statements. Valvoline has
identified some of these forward-looking statements with words such as
“anticipates,” “believes,” “expects,” “estimates,” “is likely,”
“predicts,” “projects,” “forecasts,” “may,” “will,” “should” and
“intends” and the negative of these words or other comparable
terminology. In addition, Valvoline™ may, from time to time, make
forward-looking statements in its annual report, quarterly reports and
other filings with the Securities and Exchange Commission (“SEC”), news
releases and other written and oral communications. These
forward-looking statements are based on Valvoline’s current expectations
and assumptions regarding, as of the date such statements are made,
Valvoline’s future financial condition and operating performance,
strategic and competitive advantages, leadership and future
opportunities, as well as the economy and other future events or
circumstances. Valvoline’s expectations and assumptions include, without
limitation, internal forecasts and analyses of current and future market
conditions and trends, management plans and strategies, operating
efficiencies and economic conditions (such as prices, supply and demand,
cost of raw materials, and the ability to recover raw-material cost
increases through price increases), and risks and uncertainties
associated with the following: demand for Valvoline’s products and
services; sales growth in emerging markets; the prices and margins of
Valvoline’s products and services; the strength of Valvoline’s
reputation and brand; Valvoline’s ability to develop and successfully
market new products and implement its digital platforms; Valvoline’s
ability to retain its largest customers; potential product liability
claims; achievement of the expected benefits of Valvoline’s separation
from Ashland (the “Separation”); Valvoline’s substantial indebtedness
(including the possibility that such indebtedness and related
restrictive covenants may adversely affect Valvoline’s future cash
flows, results of operations, financial condition and Valvoline’s
ability to repay debt) and other liabilities; operating as a stand-alone
public company; Valvoline’s relationship with Ashland; failure, caused
by Valvoline, of the Stock Distribution to Ashland shareholders to
qualify for tax-free treatment, which may result in significant tax
liabilities to Ashland for which Valvoline may be required to indemnify
Ashland; and the impact of acquisitions and/or divestitures Valvoline
has made or may make (including the possibility that Valvoline may not
realize the anticipated benefits from such transactions or difficulties
with integration). These forward-looking statements are subject to a
number of known and unknown risks, uncertainties and assumptions,
including, without limitation, risks and uncertainties affecting
Valvoline that are described in the “Risks Related to Valvoline’s
Separation from Ashland” section of Exhibit 99.1 to Valvoline’s Form 8-K
filed August 3rd 2017 and in its most recent Form 10-K (including in
Item 1A Risk Factors and “Use of estimates, risks and uncertainties” in
Note 2 of Notes to Consolidated Financial Statements) filed with the
SEC. In light of these risks, uncertainties and assumptions, the
forward-looking events and circumstances discussed in this news release
may not occur, and actual results could differ materially and adversely
from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of
future events. Although Valvoline believes that the expectations
reflected in these forward-looking statements are reasonable, Valvoline
cannot guarantee future results, level of activity, performance or
achievements. In addition, neither Valvoline nor any other person
assumes responsibility for the accuracy and completeness of any of these
forward-looking statements. In light of the significant uncertainties in
these forward-looking statements, you should not regard these statements
as a representation or warranty by Valvoline or any other person that
Valvoline will achieve its objectives and plans in any specified time
frame, or at all. These forward-looking statements are as of the date of
this news release. Except as required by law, Valvoline assumes no
obligation to update or revise these forward-looking statements for any
reason, even if new information becomes available in the future.

All forward-looking statements attributable to Valvoline are expressly
qualified in their entirety by these cautionary statements as well as
others made in this news release and hereafter in Valvoline’s other SEC
filings and public communications. You should evaluate all
forward-looking statements made by Valvoline in the context of these
risks and uncertainties.

Contacts

Valvoline Inc.
Investor Relations
Sean T. Cornett,
+1-859-357-2798
[email protected]
or
Media
Relations
Valerie Schirmer, +1-859-357-3235
[email protected]