SEC Comment Letter for VALVOLINE INC (VVV) (CIK 0001674910) (VVV) — Jul 20, 2016
VALVOLINE INC (VVV) (CIK 0001674910)
Date: July 20, 2016 · CIK: 0001674910 · Accession: 0000000000-16-085098
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-2117
Referenced dates: June 27, 2016
Letter
Mail Stop 4631 July 2 0, 201 6 Via E -mail Peter Ganz Senior Vice President, General Counsel and Secretary Ashland Inc. 50 E. RiverCenter Boulevard P.O. Box 391 Covington, KY 41012
Re: Valvoline Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed July 12 , 2016 File No. 333-2117 20
Dear Mr. Ganz :
We have reviewed your response letter and the above -referenced filing, and have the following comments.
Use of Proceeds, page 35
1. Please note that once you have included completed pro forma information and related disclosures we will need sufficient time to review such information and may have additional comments based on your compliance with Article 11 of Regulati on S -X, as well as the transparency of disclosure relating to your use of proceeds and pro forma capitalization.
Management’s Discussion and Analysis, page 52 Results of Operations - Combined Review, page 57 Non-GAAP Performance Metrics, page 57
2. We have r ead your response to comment 12 in our letter dated June 27, 2016 . Please expand your disclosure to quantify the actual and expected returns on pension plan assets you discuss on page 58 or to include a cross -reference to the page(s) where the information can be located.
Executive Compensation, page 107 Summary Compensation Table, page 132
3. We note your supplemental response to comment 14 of our letter dated June 27, 2016. Given that Ashland is spinning off its Valvoline segment, and that your named exec utive officers each providing services to Valvoline prior to the spin -off and will continue to
Peter Ganz Ashland Inc. July 2 0, 201 6 Page 2
provide similar services after the spin -off, we continue to believe that you should provide historical compensation disclosure for your named executive officers. Please revise your disclosure accordingly.
You may contact Tracie Mariner , Staff Accountant at 202 -551-3744 or Terence O’Brien , Accounting Branch Chief at 202-551-3355 if you have questions regarding comments on the financial statements and relate d matters. Please contact David Korvin, Staff Attorney at 202 - 551-3236 or Craig Slivka, Special Counsel at 202 -551-3729 with any other questions.
Sincerely,
/s/ Craig Slivka, for
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Mail Stop 4631 July 2 0, 201 6 Via E -mail Peter Ganz Senior Vice President, General Counsel and Secretary Ashland Inc. 50 E. RiverCenter Boulevard P.O. Box 391 Covington, KY 41012 Re: Valvoline Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed July 12 , 2016 File No. 333-2117 20 Dear Mr. Ganz : We have reviewed your response letter and the above -referenced filing, and have the following comments. Use of Proceeds, page 35 1. Please note that once you have included completed pro forma information and related disclosures we will need sufficient time to review such information and may have additional comments based on your compliance with Article 11 of Regulati on S -X, as well as the transparency of disclosure relating to your use of proceeds and pro forma capitalization. Management’s Discussion and Analysis, page 52 Results of Operations - Combined Review, page 57 Non-GAAP Performance Metrics, page 57 2. We have r ead your response to comment 12 in our letter dated June 27, 2016 . Please expand your disclosure to quantify the actual and expected returns on pension plan assets you discuss on page 58 or to include a cross -reference to the page(s) where the information can be located. Executive Compensation, page 107 Summary Compensation Table, page 132 3. We note your supplemental response to comment 14 of our letter dated June 27, 2016. Given that Ashland is spinning off its Valvoline segment, and that your named exec utive officers each providing services to Valvoline prior to the spin -off and will continue to Peter Ganz Ashland Inc. July 2 0, 201 6 Page 2 provide similar services after the spin -off, we continue to believe that you should provide historical compensation disclosure for your named executive officers. Please revise your disclosure accordingly. You may contact Tracie Mariner , Staff Accountant at 202 -551-3744 or Terence O’Brien , Accounting Branch Chief at 202-551-3355 if you have questions regarding comments on the financial statements and relate d matters. Please contact David Korvin, Staff Attorney at 202 - 551-3236 or Craig Slivka, Special Counsel at 202 -551-3729 with any other questions. Sincerely, /s/ Craig Slivka, for Pamela Long Assistant Director Office of Manufacturing and Construction cc: Via E-mail Andrew Pitts Cravath, Swaine & Moore LLP