First Quarter Fiscal 2023 Earnings
February 7, 2023
Sam Mitchell, CEO
Lori Flees, President, Retail Services
Mary Meixelsperger, CFO
Elizabeth Russell, Investor Relations
SAFE HARBOR
Forward-Looking Statements
Certain statements in this presentation, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the proposed transaction, the expected timetable for completing the proposed transaction, the benefits and synergies of the proposed transaction, future opportunities for the standalone Retail Services company and any other statements regarding Valvoline's future operations, financial or operating results, capital allocation, debt ratio, anticipated business levels, future earnings, dividend policy, anticipated growth, market opportunities, strategies, competitions, and other expectations and targets for future periods. 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. These forward-looking statements are based on Valvoline's current expectations, estimates, projections and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause Valvoline's actual results to differ materially from those in the forward-looking statements include: uncertainties as to the timing of the sale of Global Products and the risk that the transaction may not be completed in a timely manner or at all, the possibility that any or all of the conditions to the consummation of the sale of Global Products may not be satisfied or waived, the effect of the announcement or pendency of the transaction on Valvoline's ability to retain and hire key personnel and to maintain relationships with customers, supplier and other business partners, risks related to diverting management's attention from Valvoline's ongoing business operations, uncertainties as to Valvoline's ability and the amount of time necessary to realize the expected benefits of the transaction, changes in the economic and financial conditions of Valvoline's business and uncertainties and matters beyond the control of management and other factors described in the Company's filings with the Securities and Exchange Commission (the "SEC"), including in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures about Market Risk" sections of Valvoline's most recently filed periodic reports on Forms 10-K and 10-Q, which are available on Valvoline's website at http://investors.valvoline.com/sec-filings or on the SEC's website at http://sec.gov . Valvoline assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.
Regulation G: Adjusted Results
Information regarding Valvoline's definitions, calculations and reconciliation of non-GAAP measures can be found in the Appendix.
2
AGENDA
Update on Transaction 1Q Highlights
Operational Insight Results/Guidance
Wrap Up/Q&A
3
4
SALE OF GLOBAL PRODUCTS ON TRACK
Structure and Consideration
Final
Proceeds
and Use
Timing and
Closing
- Purchase price of $2.65B in cash
- Aramco obtains global rights to Valvoline brand related to Global Products sales
- Valvoline Retail Services maintains global rights to Valvoline brand related to service sales1
- Long term product agreement for Global Products to supply Valvoline Retail Services
- Anticipated net proceeds of ~$2.25B
- Return of capital to shareholders of ~$1.6B expected over 18 months
- Repayment of 2030 bonds expected within 12 months of close, subject to market conditions
- Transaction expected to close early calendar 2023
1. Excluding China and certain countries in the Middle East and North Africa | 5 |
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Valvoline Inc. published this content on 07 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 February 2023 14:08:10 UTC.