ASHLAND INC. — Proxy Solicitation & Information Statement 2018

Oct 25, 2018

DFAN14A 1 ash-dfan14a_102318.htm SOLICITING MATERIAL UNDER RULE 14A-12 FILED BY NON-MANAGEMENT Field: Rule-Page

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ____)

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

| ☐ | Preliminary
Proxy Statement |
| --- | --- |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive
Proxy Statement |
| ☐ | Definitive
Additional Materials |
| ☒ | Soliciting
Material under Rule 14a-12 |

ASHLAND GLOBAL HOLDINGS INC.

(Name of Registrant as Specified in its Charter)

Cruiser Capital Advisors, LLC

Keith M. Rosenbloom

Cruiser Capital Master Fund LP

Metamorphosis IV LLC

Allen A. Spizzo

William H. Joyce

Patrick E. Gottschalk

Carol S. Eicher

Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Cruiser Capital Nomination Notice Ashland Global Holdings Inc.

A copy of the Notice of Intent to Nominate Directors submitted by Cruiser Capital Master Fund LP to the issuer, Ashland Global Holdings Inc., is attached hereto as Exhibit 99.1 . Specifically, Cruiser Capital Advisors, LLC, the beneficial owner of approximately 2.5% of the shares of Ashland Global Holdings Inc. (NYSE: ASH), and Cruiser Capital Master Fund LP, as record holder, nominated four Directors to Ashland’s Board of Directors. The cover letter highlighting the names and biographies of the four directors Cruiser Capital Advisors nominated to Ashland’s Board of Directors that accompanied the submission of the Notice of Intent to Nominate Directors, and the Notice of Intent to Nominate Directors are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

Important Information

This filing is not a solicitation of a proxy from any security holder of Ashland Global Holdings Inc. (the “ Company ”). Cruiser Capital Master Fund LP has nominated four individuals as nominees to the Company’s board of directors and intends to solicit votes for the election of those individuals as members of the Company’s board of directors. The individuals that have been nominated are Allen A. Spizzo, William H. Joyce, Patrick E. Gottschalk and Carol S. Eicher (the “ Nominees ”). Cruiser Capital Master Fund LP will send a definitive proxy statement, WHITE proxy card and related proxy materials to shareholders of the Company seeking their support of the Nominees at the Company’s 2019 Annual Meeting of Stockholders. Stockholders are urged to read the definitive proxy statement and WHITE proxy card when they become available, because they will contain important information about the Nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and WHITE proxy card (when available) and other documents filed with the Securities and Exchange Commission (“ SEC ”) by Cruiser Capital Master Fund LP and its affiliates (the “ Cruiser Capital Parties ”) at the SEC’s web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed with the SEC by the Cruiser Capital Parties may also be obtained free of charge from the Cruiser Capital Parties, upon request.

Participants in Solicitation

The following persons may be deemed to be participants in the planned solicitation from the Company’s shareholders of proxies in favor of the Nominees (the “ Participants ”): Cruiser Capital Advisors, LLC, Keith M. Rosenbloom, Cruiser Capital Master Fund LP, Metamorphosis IV LLC, Allen A. Spizzo, William H. Joyce, Patrick E. Gottschalk and Carol S. Eicher. The Participants may have interests in the solicitation, including as a result of holding shares of the Company’s common stock. Information regarding the Participants and their interests may be found in the Notice of Intent to Nominate Directors, as filed with the SEC today, October 25, 2018, and incorporated herein by reference.

[ The exhibits to this filing on Schedule 14A follow this cover page .]

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