SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)

OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)

VALVOLINE INC.

(Name of Subject Company (Issuer))

VALVOLINE INC.

(Names of Filing Persons (Issuer and Offeror))

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

92047W101

(CUSIP Number of Class of Securities)

Julie M. O’Daniel

Senior Vice President, Chief Legal Officer and Corporate Secretary

Valvoline Inc.

100 Valvoline Way, Suite 100

Lexington, KY 40509

(859) 357-7777

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With copies to:

Ilir Mujalovic

Harald Halbhuber

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

(212) 848-4000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTION

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2023 as amended and supplemented by Amendment No. 1 filed with the SEC on June 9, 2023 (as amended, the “Schedule TO”), relating to the offer by Valvoline Inc., a Kentucky corporation (the “Company”), to purchase up to $1.0 billion in value of its common stock, par value $0.01 per share, at a price not greater than $40.00 per share nor less than $35.00 per share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 11, 2023 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively.

This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended. Only those items amended are reported in this Amendment. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

ITEM 11. ADDITIONAL INFORMATION

Item 11(c) of the Schedule TO is hereby amended and supplemented by adding the following:

On June 13, 2023, the Company issued a press release announcing the final results of the Offer, which expired at 12:00 midnight, at the end of the day, New York City time, on June 8, 2023. A copy of the press release is filed as Exhibit (a)(5)(O) to the Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(5)(O)	Press Release, dated June 13, 2023.
107	Filing Fee Table.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 13, 2023

VALVOLINE INC.
By:	/s/ Julie M. O’Daniel
	Name: Julie M. O’Daniel
	Title:   Senior Vice President, Chief Legal
	Officer and Corporate Secretary

3

EX-99.(A)(5)(O)

Exhibit (a)(5)(O)

Valvoline Inc. Announces Final Results of Its Tender Offer

LEXINGTON, Ky., June 13, 2023 — Valvoline Inc. (NYSE: VVV) (the “Company”), a trusted leader in preventive automotive maintenance delivering quick and convenient service, today announced the final results of its modified “Dutch auction” tender offer to repurchase up to $1.0 billion in value of shares of its common stock, which expired at 12:00 midnight, at the end of the day, New York City time, on Thursday, June 8, 2023. Based on the final count by Equiniti Trust Company (“Equiniti”), the depositary for the tender offer, approximately 26,953,603 shares were properly tendered and not properly withdrawn at or below the final purchase price of $38.00 per share.

In accordance with the terms and conditions of the tender offer, the Company has accepted for payment 26,953,603 shares at the final purchase price of $38.00 per share, for an aggregate purchase price of approximately $1.024 billion (excluding fees and expenses relating to the tender offer). Included in the 26,953,603 shares that the Company accepted for purchase are 637,814 shares that the Company elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding shares of common stock. As the Company accepted for purchase all of the shares which were properly tendered and not properly withdrawn at a price at or below $38.00, there is no proration factor. These shares represent approximately 16.3% of the Company’s issued and outstanding shares as of June 7, 2023.

Equiniti will promptly pay for the shares accepted for purchase and will promptly return any other shares tendered and not purchased.

The Dealer Managers for the Offer were BofA Securities, Inc., Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC. The Information Agent for the Offer was Georgeson LLC.

About Valvoline Inc.

The Quick, Easy, Trusted name in preventive vehicle maintenance, Valvoline Inc. (NYSE: VVV) leads the industry with automotive service innovations that simplify consumers’ lives. With an average consumer rating of 4.6 out of 5 stars*, Valvoline Inc. has built the model for transparency and convenience to take the worry out of vehicle care. From its 15-minute, stay-in-your-car oil changes to battery replacements and tire rotations, the Company’s model offers maintenance solutions for all types of vehicles. The Company operates and franchises nearly 1,800 service center locations through its Valvoline Instant Oil Change^SM and Valvoline Great Canadian Oil Change retail brands, and helps independent operators grow their businesses through its nearly 300 Valvoline Express Care locations in North America. To learn more, or to find a Valvoline Inc. service center near you, visit vioc.com.

^TM  Trademark, Valvoline Inc. or its subsidiaries, registered in various countries

^SM  Service mark, Valvoline Inc. or its subsidiaries, registered in various countries

* Based on a survey of more than 600,000 Valvoline Instant Oil Change customers annually

For Further Information

Investor Relations

Elizabeth B. Russell

+1 (859) 357-3155

ebrussell@valvoline.com

Media Relations

Michele Gaither Sparks

+1 (859) 230-8097

michele.sparks@valvoline.com

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Schedule TO

(Form Type)

Valvoline Inc.

(Name of Issuer)

Valvoline Inc.

(Name of Person(s) Filing Statement)

Table 1: Transaction Valuation

	Transaction     valuation	Fee     rate	Amount of     filing fee
Fees to Be Paid	$24,236,942.42 (1)	0.00011020	$2,670.91
Fees Previously Paid	$1,000,000,000 (1)(2)		$110,200.00 (2)
Total Transaction Valuation	$1,024,236,942.42 (1)
Total Fees Due for Filing			$112,870.91
Total Fees Previously Paid			$110,200.00 (2)
Total Fee Offsets			—
Net Fee Due			$2,670.91

(1) Estimated solely for the purpose of determining the filing fee.

(2) A filing fee of $110,200.00 was paid in connection with the filing of the Schedule TO by Valvoline Inc. (File No. 005-89804) on May 11, 2023 (the “Schedule TO”). This is the final amendment to the Schedule TO and is being filed to report the results of the offer.