Filing Details

Phillip M. Goldberg Foley & Lardner LLP 321 North Clark Street Suite 2800 Chicago, IL  60654-5313 (312) 832-4549

Peter D. Fetzer Foley & Larder LLP 777 East Wisconsin Avenue Suite 3800 Milwaukee, WI  53202-5306 (414) 297-5596

*	Includes 40,000 shares underlying call options currently exercisable as further described in Item 6.

*	Includes 40,000 shares underlying call options currently exercisable as further described in Item 6.

EXPLANATORY NOTE

 

This amendment reflects, among other things, that the Reporting Persons no longer have a control purpose with regard to the Issuer.  As a result, the Reporting Persons will no longer file a voluntary Schedule 13D to report their holdings of Common Stock (as previously reported, the Reporting Persons do not hold more than 5% of the Common Stock individually or as a group).  So, upon the filing of this amendment, the Reporting Persons will cease to voluntarily report their holdings of Common Stock on Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the October Filing, as amended on November 23, 2018, is supplemented by adding the following disclosure:

On January 22, 2019, Ashland Global Holdings Inc. ("Ashland") entered into an agreement (the "Settlement Agreement") with Cruiser Capital Advisors, LLC, Keith M. Rosenbloom, Cruiser Capital Master Fund LP, Metamorphosis IV LLC, William H. Joyce, Metamorphosis Master Fund LP, Cruiser Capital Metamorphosis Advisors, LLC, Cruiser Capital, LLC, Cruiser Capital, Ltd., the William H. Joyce Revocable Trust and the Joyce Family Irrevocable Trust (collectively, the "Cruiser Group").  The following is a summary of the material terms of the Settlement Agreement.

In connection with the Settlement Agreement, Ashland will consult with the Cruiser Group, in addition to its other shareholders, on the previously announced search for two new independent directors to be appointed to Ashland's Board in 2019.  In addition, Ashland has entered into a Consulting Agreement with Dr. William Joyce, pursuant to which Dr. Joyce, as a consultant, will assist the senior management of Ashland with identifying opportunities for ordinary course operational improvements to Ashland's business and designing strategies to achieve such improvements.  Ashland further agreed that the Board will appoint one or both of Mr. Craig A. Rogerson and Mr. Jerome A. Peribere to the Governance and Nominating Committee of the Board promptly following Ashland's 2019 Annual Meeting of Stockholders on February 8, 2019 (the "2019 Annual Meeting").

Pursuant to the Settlement Agreement, the Cruiser Group has withdrawn the nominations of Dr. Joyce, Mr. Allen A. Spizzo, Mr. Patrick E. Gottschalk and Ms. Carol S. Eicher for election to the Board, and has agreed to not solicit proxies in connection with the 2019 Annual Meeting.  In addition, each of the members of the Cruiser Group has agreed to vote all shares of Common Stock owned by them (i) in favor of the slate of directors recommended by the Board and (ii) in accordance with the Board's recommendation on all non-director matters at the 2019 Annual Meeting and Ashland's 2020 annual meeting of stockholders (the "2020 Annual Meeting").

Under the terms of the Settlement Agreement, during the period from the date of the Settlement Agreement until October 15, 2020 (the "Standstill Period"), the Cruiser Group agreed, among other things, not to (i) engage in any solicitation of proxies or consents with respect to shares of the Common Stock, (ii) participate in any proxy contest against Ashland and the Board, (iii) submit any proposal for consideration at, or bring any other business before any annual or special meetings of stockholders, (iv) seek to influence management, strategy or governance of Ashland directly or indirectly, (v) make public proposals or statements regarding Ashland or its strategy or (vi) engage in communications with any other Ashland stockholder, other than in connection with recommendation of the two new directors to be appointed following the 2019 Annual Meeting.  The Cruiser Group also agreed to not submit a notice of its intent to nominate directors pursuant to Ashland's bylaws or propose any director nominations and to not make any stockholder proposals (whether pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or otherwise) for Ashland's 2021 annual meeting of stockholders (the "2021 Annual Meeting").

Ashland and the Cruiser Group also agreed to mutual non-disparagement obligations.  Ashland also agreed to reimburse the Cruiser Group for their documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the Cruiser Group's nomination notice, all matters related to the 2019 Annual Meeting and the negotiation and execution of the Settlement Agreement, up to a maximum of $1,500,000, in the aggregate.

The Settlement Agreement will terminate and the Cruiser Group will be relieved from its voting and standstill obligations if the Board does not renominate for election to the Board at the 2020 Annual Meeting or the 2021 Annual Meeting two or more directors out of each of Mr. Peribere, Mr. Rogerson and the two new independent directors Ashland has previously announced its intention to appoint to the Board in 2019 for any reason other than the death, disability, incapacity, voluntary resignation or voluntary decision not to stand for reelection.

The foregoing summary of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement filed as Exhibit 99.4 hereto, which is incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the October Filing, as amended on November 23, 2018, is supplemented by adding the following disclosure:

On January 22, 2019, the Cruiser Group entered into the Settlement Agreement.  See Item 4 for more detail.

Item 7.

Material to be Filed as Exhibits

Item 7 of the October Filing, as amended on November 23, 2018, is supplemented by adding the following disclosure:

On January 22, 2019, the Cruiser Group entered into the Settlement Agreement.  The Settlement Agreement is attached hereto as Exhibit 99.4, and is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  January 24, 2019