Shearman & Sterling advised the underwriters of Valvoline Inc.’s initial public offering of 34.5 million shares of common stock (including 4.5 million shares purchased by the underwriters pursuant to their fully exercised over-allotment option) at a public offering price of $22.00 per share, resulting in gross proceeds to Valvoline of $759 million. The shares began trading on the New York Stock Exchange under the ticker symbol “VVV” on September 23, 2016.
BofA Merrill Lynch, Citigroup and Morgan Stanley acted as joint book-running managers for the offering and representatives of the underwriters. Deutsche Bank Securities, Goldman, Sachs & Co. and J.P. Morgan also acted as joint book-running managers for the offering. Scotiabank acted as senior co-manager for the offering and BTIG, Mizuho Securities, PNC Capital Markets LLC and SunTrust Robinson Humphrey acted as co-managers for the offering.Established in 1866, Valvoline is a leading worldwide producer and distributor of premium-branded automotive, commercial and industrial lubricants and automotive chemicals. Valvoline currently ranks second as a quick-lube chain by number of stores and third in the US as a passenger car motor oil brand in the DIY market by volume. Valvoline operates and franchises approximately 1,050 Valvoline Instant Oil Change centers across the country, and its key customers include retail auto-parts stores, car dealerships, auto-repair shops, quick-lube centers, distributors and commercial and industrial fleets. Having previously operated as a business unit of Ashland Inc, a global leader in specialty chemicals, Valvoline’s initial public offering was part of the announced reorganization of Ashland.
The Shearman & Sterling team was led by partners Ilir Mujalovic (New York-Capital Markets) and JD DeSantis (New York-Capital Markets/Finance); and associates Rupa Briggs, Sean Dougherty (both New York-Capital Markets) and Victor Nilsson (New York-Corporate).
Other Shearman & Sterling lawyers involved in the transaction were partners, Richard Hsu (Menlo Park-Intellectual Property Transactions), Merritt Johnson (New York-Capital Markets), Doreen Lilienfeld (New York-Compensation, Governance & ERISA) and Philip Urofsky (Washington, DC-Litigation); counsel Sharon Lippett (New York-Compensation, Governance & ERISA), Jennifer Morton (New York-Financial Institutions Advisory & Financial Regulatory) and Jason Pratt (New York-Environmental); and associates Jenny Ding (New York-Financial Institutions Advisory & Financial Regulatory), Eric Grosshandler (New York-Tax), Tomasz Kulawik (Washington, DC-Finance), Kevin Paulsen (New York-Corporate), Benjamin Petersen (Menlo Park-IP) and Matthew Weston (New York-Compensation, Governance & ERISA).