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CORRESP
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filename1.htm

CORRESP

 September 6, 2016

Valvoline Inc.

Registration Statement on Form S-1

File No. 333-211720

 Dear Mr. Slivka:

This letter relates to the Registration Statement on Form S-1 (File No. 333-211720) (the “Registration Statement”) of
Valvoline Inc. (the “Company”). The Company hereby supplementally provides the following transaction size and price range information expected to be included in the Company’s preliminary prospectus (the “Preliminary
Prospectus”) forming part of the Registration Statement which relates to the Company’s proposed initial public offering (the “Offering”) for review by the staff of the Securities and Exchange Commission (the
“Staff”). The Company expects that the Preliminary Prospectus will include the following information:

•

an initial public offering price per share of the Company’s common stock (the “Shares”) of between $20.00 and $23.00 per Share,

•

an offering of 30,000,000 Shares (or 34,500,000 Shares if the underwriters’ option to purchase additional shares is exercised in full),

•

200,000,000 Shares to be outstanding following the Offering (or 204,500,000 Shares if the underwriters’ option to purchase additional shares is exercised in full) and

•

anticipated gross proceeds of $645,000,000 (net proceeds of $605,000,000), such proceeds to be used to repay indebtedness incurred in connection with the separation transactions described in the Preliminary Prospectus.

 To assist the Staff in its review, the Company is supplementally providing the Staff with Exhibit A to this letter
containing certain pages of the Registration Statement, revised to give effect to the information listed above. In response to the Staff’s comment contained in your letter dated September 2, 2016, relating to the Registration Statement,
the Company is also including representative revised disclosure regarding the shares that will be offered under the directed share program.

The Company also expects to include information regarding new directors, corporate governance policy and the registration rights agreement in
the Preliminary Prospectus, and is supplementally providing the Staff with Exhibit B to this letter containing certain pages of the Registration Statement revised to provide such updated disclosure.

 Finally, the Company intends to include certain artwork on the inside front and inside rear cover
pages to the Preliminary Prospectus, and the Company is supplementally providing the Staff with Exhibit C to this letter containing a copy of the proposed artwork.

The Company greatly appreciates the Staff’s willingness to accommodate the Company and respectfully requests that the Staff review
Exhibit A, Exhibit B and Exhibit C in advance of the filing of Amendment No. 4 to the Registration Statement (including the Preliminary Prospectus) and the commencement of the Company’s IPO marketing “road show”,
which is expected to occur on Monday, September 12, 2016.

 Please contact me at (859) 815-3333, Julie M. O’Daniel of Valvoline at (859) 357-7777
or Andrew J. Pitts of Cravath, Swaine & Moore LLP at (212) 474-1620 with any questions or comments you may have regarding this letter or the Registration Statement.

Very truly yours,

Ashland Inc.

 /s/ Peter J. Ganz

Peter J. Ganz

Senior Vice President, General Counsel and Secretary

 Craig Slivka

Special Counsel

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington,
D.C. 20549

 Encl.

 Copy w/encl. to:

Terence O’Brien

 Tracie Mariner

David Korvin

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington,
D.C. 20549

 Julie M. O’Daniel

 General
Counsel

 Valvoline Inc.

 3499
Blazer Parkway

 Lexington, KY 40509

 Andrew
J. Pitts

 Cravath, Swaine & Moore LLP

Worldwide Plaza

 825 Eighth
Avenue

 New York, NY 10019

 BY EDGAR; FEDEX

 Exhibit A

 As filed with the Securities and Exchange Commission on September 12, 2016

Registration No. 333-211720

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 Amendment
No. 4

 to

FORM S-1

REGISTRATION STATEMENT

UNDER

 THE
SECURITIES ACT OF 1933

Valvoline Inc.

 (Exact
name of registrant as specified in its Charter)

Kentucky

2992

30-0939371

 (State or other jurisdiction of

incorporation or organization)

 (Primary Standard Industrial

Classification Code Number)

 (I.R.S. Employer

Identification No.)

 3499 Blazer Parkway

Lexington, KY 40509

 (859)
357-7777

 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive
office)

Samuel J. Mitchell, Jr.

Chief Executive Officer

Valvoline Inc.

 3499 Blazer
Parkway

 Lexington, KY 40509

(859) 357-7777

 (Name,
address, including zip code, and telephone number, including area code, of agent for service)

 With a copy
to:

 Peter J. Ganz

Senior Vice President, General Counsel and Secretary

Ashland Inc.

 50 E.
RiverCenter Boulevard

 P.O. Box 391

Covington, KY 41012-0391

(859) 815-3333

 Julie M. O’Daniel

General Counsel

Valvoline Inc.

 3499
Blazer Parkway

 Lexington, KY 40509

(859) 357-7777

 Susan Webster

Thomas E. Dunn

 Andrew
J. Pitts

 Cravath, Swaine & Moore LLP

Worldwide Plaza

 825
Eighth Avenue

 New York, NY 10019

(212) 474-1000

 Jonathan M. DeSantis

Ilir Mujalovic

 Shearman
& Sterling LLP

 599 Lexington Avenue

New York, NY 10022

(212) 848-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration
statement.

 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box.  ¨

 If this Form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.  ¨

 If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)

Large Accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

x  (Do not check if a smaller reporting company)

Smaller reporting company

¨

CALCULATION OF REGISTRATION FEE

 Title of Each Class of

Securities to be Registered

 Amount to be
Registered(1)

 Proposed Maximum
Offering Price Per
Share

 Proposed Maximum
Aggregate Offering
Price(2)

 Amount of
Registration Fee(3)

 Common stock, par value $0.01 per share

 34,500,000

 $23.00

 $793,500,000

 $79,905.45

(1)
Includes 4,500,000 shares of common stock which may be purchased pursuant to the underwriters’ overallotment option.

(2)
Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

(3)
The registrant previously paid $10,070 of this amount in connection with its initial registration statement on May 31, 2016.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration
statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 The Offering

 Issuer

Valvoline Inc.

 Common stock offered by us in this offering

30,000,000 shares (34,500,000 shares if the underwriters exercise their overallotment option in full)

 Common stock to be held by Ashland immediately after this offering

170,000,000 shares

 Common stock to be outstanding immediately after this offering

200,000,000 shares (204,500,000 shares if the underwriters exercise their overallotment option in full)

 Underwriters’ option

We have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to 4,500,000 additional shares of common stock solely to cover over allotments.

 Use of proceeds

We estimate that the net proceeds from this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately $605.0 million (or approximately $697.0 million if the underwriters’
overallotment option is exercised in full), assuming that the shares of our common stock to be sold in this offering are sold at $21.50 per share, the midpoint of the price range set forth on the cover page of this prospectus. Immediately prior to
the closing of this offering, we expect to borrow approximately $875.0 million under our senior secured term loan and approximately $105.0 million under a new short-term loan facility and transfer the proceeds to Ashland. If we expect the net
proceeds from this offering to exceed $605.0 million, we may incur additional short-term indebtedness under the short-term loan facility and also transfer the net proceeds thereof to Ashland. We expect to use the net proceeds of this offering to
reduce our obligations under our senior secured term loan facility and the short-term loan facility so that, after giving effect to the application of the net proceeds of this offering, there is no more than approximately $375.0 million
outstanding under our senior secured term loan facility and no borrowings outstanding under the short-term facility. We would retain and expect to use for general corporate purposes any additional proceeds to us from the exercise by the
underwriters of their overallotment option. See “Use of Proceeds.”

Certain of the underwriters or their affiliates are lenders, or agents or managers for the lenders, under our senior secured term loan facility, and are expected to become lenders under our new short-term loan facility.
To the extent an underwriter or one of its affiliates is a lender under our senior secured term loan facility and/or the short term loan facility, they will receive a portion of the proceeds from this offering. See “—Conflicts of
interest”, “Use of Proceeds” and “Underwriting (Conflicts of Interest)”.

 In addition, certain of the underwriters or their affiliates are lenders, or agents or managers for the lenders, under
Ashland’s term loan facility (the “Ashland Term Loan”) and Ashland’s revolving credit facility (the

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“Ashland Revolver,” and together with the Ashland Term Loan, the “Ashland Credit Facilities”), as governed by Ashland’s credit agreement dated as of June 23, 2015, as
amended or otherwise modified from time to time. In particular, Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citibank, N.A., an affiliate of Citigroup Global Markets Inc., Deutsche Bank Trust Company
Americas, an affiliate of Deutsche Bank Securities Inc., Goldman Sachs Bank USA, an affiliate of Goldman, Sachs & Co., J.P. Morgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, The Bank of Nova Scotia, an affiliate of Scotia
Capital (USA) Inc., Mizuho Bank, Ltd., an affiliate of Mizuho Securities USA Inc., PNC Capital Markets LLC and its affiliate, PNC Bank, National Association, and SunTrust Bank, an affiliate of SunTrust Robinson Humphrey, Inc., are lenders and agents
under the Ashland Credit Facilities and may receive proceeds as a result of repayment by Ashland of the Ashland Credit Facilities. Ashland has informed us that it currently expects to use any amounts from borrowings or other debt incurrences by us
prior to the closing of this offering that are transferred by us to Ashland to repay borrowings under the Ashland Credit Facilities. See “Underwriting (Conflicts of Interest).”

 Dividend policy

We expect to pay quarterly cash dividends to holders of our common stock beginning with the quarter ending December 31, 2016. The declaration and payment of dividends to holders of our common stock will be at the discretion of our board of
directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, cash flows, impact on our effective tax rate, indebtedness, legal
requirements and other factors that our board of directors deems relevant. In addition, the instruments governing our indebtedness may limit our ability to pay dividends.

 Risk factors

You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

 Conflicts of interest

 As described in the “Use of Proceeds,” we expect to use a portion of the net proceeds from this offering to reduce our obligations under our
senior secured term loan facility and the short-term loan facility. Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citibank N.A., an affiliate of Citigroup Global Markets Inc., Morgan Stanley Bank,
N.A., an affiliate of Morgan Stanley & Co, LLC, Deutsche Bank AG New York Branch, an affiliate of Deutsche Bank Securities Inc., Goldman Sachs Bank USA, an affiliate of Goldman, Sachs & Co., J.P. Morgan Chase Bank, N.A., an affiliate of J.P.
Morgan Securities LLC, The Bank of Nova Scotia, an affiliate of Scotia Capital (USA) Inc., Mizuho Bank, Ltd., an affiliate of Mizuho Securities USA Inc., PNC Bank, National Association, an affiliate of PNC Capital Markets LLC and SunTrust Bank, an
affiliate of SunTrust Robinson Humphrey, Inc., are lenders and agents under our senior secured term loan facility. Because Bank

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of America, N.A., Citibank N.A., Morgan Stanley Bank, N.A., Deutsche Bank AG New York Branch, Goldman Sachs Bank USA, J.P. Morgan Chase Bank, N.A., The Bank of Nova Scotia and PNC Bank, National
Association are expected to receive 5% or more of the net proceeds of this offering, not including underwriting compensation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co, LLC,
Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and PNC Capital Markets LLC as underwriters participating in this offering, are deemed to have a “conflict of interest” within
the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“Rule 5121”). Accordingly, this offering will be made in compliance with the applicable provisions of Rule 5121, which requires that a qualified independent
underwriter (“QIU”) participate in the preparation of this prospectus and perform the usual standards of due diligence with respect thereto. BTIG, LLC has agreed to act as the QIU for this offering. BTIG, LLC will not receive any
additional compensation for acting as the QIU. We have agreed to indemnify BTIG, LLC against certain liabilities incurred in connection with acting as a QIU, including liabilities under the Securities Act. In accordance with Rule 5121, none of
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC