Valvoline Inc. filed a Form 8-K with the SEC on August 13, 2026, disclosing the pricing of a $600 million aggregate principal amount of 6.125% senior notes due 2034, upsized from an initially announced $500 million offering.

Key Highlights

  • Offering size upsized: The aggregate principal amount increased by $100 million, from $500 million to $600,000,000.
  • Coupon rate: The notes carry a fixed rate of 6.125% and are due 2034.
  • Debt repayment use: Net proceeds are intended to repay in full the senior secured term loan A facility and partially repay the senior secured term loan B facility.
  • Expected closing date: The offering is expected to close on August 24, 2026, subject to customary closing conditions.
  • Revolving credit facility amendment: Valvoline intends to increase revolving credit availability from $475 million to $600 million, reduce pricing, and extend maturity by five years from the amendment effective date.
  • Restricted offering: The notes will be sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S; they will not be registered under the Securities Act of 1933.

Valvoline's $600 Million Notes Offering and Planned Refinancing Details

According to the filing, Valvoline Inc. (NYSE:VVV) announced on August 13, 2026, that it had commenced and subsequently priced an offering of senior notes. The offering was initially announced at $500 million aggregate principal amount and was upsized by $100 million to $600,000,000 aggregate principal amount of 6.125% senior notes due 2034. The filing describes the notes as "unsubordinated unsecured obligations of Valvoline," guaranteed on an unsubordinated unsecured basis by subsidiaries that guarantee Valvoline's obligations under its existing senior secured credit facilities or the 2031 Notes.

The company disclosed that it intends to use the net proceeds to repay in full its senior secured term loan A facility, partially repay its senior secured term loan B facility, pay related fees and expenses, and apply any remainder to general corporate purposes. The filing characterizes the notes offering as "part of a coordinated refinancing transaction intended to strengthen Valvoline's debt maturity profile and enhance liquidity."

Substantially concurrently with or following the closing of the notes offering, Valvoline disclosed it intends to amend its existing revolving credit facility to increase availability from $475 million to $600 million, reduce pricing, and extend maturity to five years after the amendment effective date. However, the filing notes that as of the date of the 8-K, Valvoline had not entered into definitive documentation for the amendment and "cannot be certain that it will enter into such documentation on the terms described herein or at all." The notes offering is not conditioned upon the effectiveness of the Credit Facilities Amendment.

What Was Disclosed

Valvoline disclosed the pricing of $600 million in 6.125% senior notes due 2034, a planned use of proceeds for term loan repayment, an expected August 24, 2026 closing, and a planned revolving credit facility amendment to increase availability and extend maturity.