Good morning, ladies and gentlemen. Thank you for attending today's Valvoline special investor call. My name is Jacquita. I will be your moderator for today's call. All lines will be muted during the presentation portion of the call, with an opportunity for questions and answers at the end. If you would like to ask a question, please press star followed by one on your telephone keypad. I would now like to pass the conference over to your host, Sean Cornett from Investor Relations. Sean, please go ahead.
Thanks, Jacquita. Good morning, and welcome to Valvoline's conference call and webcast. This morning, Valvoline issued a press release announcing that the company has signed a definitive agreement to sell the Global Products business to Aramco. Today's presentation should be viewed in conjunction with that release, a copy of which is available on our investor relations website at investors.valvoline.com. The company also filed a Form 8-K with the Securities and Exchange Commission today with information on the transaction. On this morning's call, we have Sam Mitchell, our CEO, and Mary Meixelsperger, our CFO. As shown on slide two, any of our remarks today that are not statements of historical fact are forward-looking statements. These forward-looking statements are based on current assumptions as of the date of this presentation and are subject to certain risks and uncertainties that may cause actual results to differ materially from such statements.
Valvoline assumes no obligation to update any forward-looking statements unless required by law. In this presentation and in our remarks, we'll be discussing our results on an adjusted non-GAAP basis unless otherwise noted. Non-GAAP results are adjusted for key items which are unusual, non-operational, or restructuring in nature. We believe this approach enhances the understanding of our ongoing business. A reconciliation of our adjusted non-GAAP results to amounts reported under GAAP and a discussion of management's use of non-GAAP and key business measures is included in the presentation appendix. The information provided is used by our management and may not be comparable to similar measures used by other companies. Now as we turn to slide three, I'd like to turn the call over to Sam.
Thanks, Sean, and thank you everyone for joining us this morning. We are excited to announce that we have reached a definitive agreement to sell our Global Products business to Aramco for $2.65 billion in cash. Following our announced intention to separate the businesses last fall, we conducted a robust strategic review process with the support of our advisors. Today, with the conclusion of this process, we are marking a pivotal step in Valvoline's strategic transformation into a pure-play auto aftermarket Retail Services company. I'd like to highlight the key benefits of this compelling transaction. First, the transaction with Aramco represents an attractive valuation of Global Products, and the net proceeds are expected to be primarily returned to shareholders via share repurchases. Second, the sale of Global Products allows Valvoline to concentrate on the fast-growing Retail Services business.
With a sharpened strategic focus and optimized capital structure, we expect to achieve a compound annual EPS growth rate of over 20%. Third, we will continue to invest in the business to capture the significant and increasing demand in the preventive services space. With continued growth in same-store sales and the addition of new locations, we expect to continue to deliver strong system-wide sales growth with exceptional returns on capital. Fourth, we will expand our world-class preventive services model to include other services and expand our customer base to include EV owners, OEMs, and fleets. Moving to slide four. The announced transaction delivers significant value and compelling benefits to all of our stakeholders, representing total consideration of approximately $2.65 billion in cash and $2.25 billion on a net basis.
Our planned use of the proceeds will be share repurchases, repayment of our 2030 bonds and other indebtedness, and growth capital for Retail Services. Under the terms of the agreement, Valvoline will own the Valvoline brand for all Retail Services globally, with a few exceptions, and Global Products will own the Valvoline brand for all products purposes globally. The two companies will continue to partner on managing the brand in a consistent, holistic manner, and no brand royalty payments will be paid between the businesses. Additionally, Retail Services will procure all motor oil and related products from Global Products pursuant to a long-term supply agreement. As a growth company, we will utilize our capital structure and capital allocation policies as levers to drive shareholder value in a manner consistent with best-in-class peers.
Following the transaction, we will target a 2.5-3.5x leverage ratio, discontinue the dividend, and return excess cash to shareholders via share repurchases. Reinvestment in our business and operational excellence combined with the capital allocation policy should drive an EPS CAGR of more than 20%. Lastly, we anticipate the transaction to close late in calendar year 2022 or early 2023, subject to customary closing conditions and regulatory reviews. As we turn to slide five, we are confident Aramco is the right home for Global Products as they intend to be a long-term partner to the business, operating Global Products as an independent, wholly-owned subsidiary.
Throughout our discussions, Aramco expressed how much they value the Global Products team and its track record of innovation, supply chain capabilities, and significant customer insights. By leveraging Global Products' differentiated strengths, along with Aramco's proven leadership in energy supply, Global Products is well-positioned to grow as a global leader in lubricants under Aramco's ownership. By capitalizing on Aramco's leading base oil production and Global Products' deep customer relationships, the announced transaction will generate significant opportunities to drive Global Products' long-term success. Importantly, Aramco is committed to partnering with Retail Services. Our customers will continue to have proven, trusted portfolio of Valvoline products within our Retail Services locations, which will support the continued growth of both businesses. Let's turn to the next slide. As I noted, this transaction represents the completion of our multi-year transition from a products-focused model to an auto aftermarket services business.
Since 2017, Retail Services has grown from roughly a third to more than half of our adjusted segment EBITDA today. Moving forward, we expect Retail Services to continue delivering peer-leading performance. The transformation to a service-driven company has and will continue to drive faster growth, higher margins, and stronger returns for our shareholders. At the same time, this transformation supports our ability to further reduce the margin volatility of our business and diminish our exposure to raw material price fluctuations. Our focus on a differentiated customer experience will drive our success with an evolving car parc. As we show on slide seven, the foundation of Valvoline's go-forward value proposition is fueled by our many advantages that differentiate us from our peers.
Our 150-year-old brand that stands for quality, trust, and convenience helps us both acquire new customers as well as extend our relationship to additional services with existing customers. We have an extensive footprint throughout North America of nearly 1,700 stores, but with significant opportunity to expand beyond the 15% of households we serve today. With our strong franchisee partnerships, we can drive store growth while moderating capital intensity. Our proprietary technology and operating model have kept us ahead of competitors in delivering a consistent and superior in-store experience that drives customer loyalty, and our strong culture and teams fuels our ability to drive consistent growth and financial performance. Taking all of these unique strengths together, we have the right components to drive outstanding, sustainable top and bottom-line growth. Turning to slide eight.
Our competitive advantages have allowed our retail services business to deliver peer-leading performance over the past 5 years. Through transaction growth and ticket expansion, we've grown system-wide same-store sales at an exceptional 10% average and steadily expanded our retail footprint at a CAGR of over 9% since 2017. This has led to outstanding system-wide sales growth at a CAGR of almost 18%. Growth will remain a function of our proven success in driving same-store sales and unit growth. This includes company new builds, franchise additions, and acquisitions. Let me walk you through how the transaction would impact our EBITDA margins on a pro forma basis for 2022. The sale of the lower margin Global Products business will improve margins by 800-900 basis points, partially offset by the dyssynergies of standalone corporate costs and a new supply agreement.
Pro forma 2022 margins are slightly below our long-term expectations, primarily due to the price cost lag from the extreme raw material inflation that we have seen this year. The brand use for product purposes is reflected in the transaction consideration, and so no brand licensing fees are involved going forward. The improved company margin profile, coupled with optimized capital structure and capital allocation, is projected to drive 20% or more of EPS growth annually. Let's see how this performance compares to peers on the next slide. Valvoline has and will perform favorably compared to both high-growth retail peers and auto aftermarket service companies with our track record of top and bottom-line growth, strong returns on capital, and market leadership. As a combined company, we have traded at a significant discount to auto aftermarket service and retail peers.
As a pure play retail services company, Valvoline presents a compelling value opportunity for investors. We are bullish on our capabilities and opportunities in automotive aftermarket services. Before we open the line for questions, I would like to reiterate the substantial benefits of this transaction. On our roadmap to drive shareholder value, we remain committed to our successful growth strategy of making vehicle care easy and accessible for our customers. We will optimize our capital structure and capital allocation policies to supplement the growth in our core business. We will maximize the potential of our core business via increasing market share and driving increased non-oil change revenue growth in our existing stores. With a footprint of nearly 1,700 stores that currently reaches less than 15% of households, we have significant opportunity for unit expansion. We will be increasing our emphasis on franchisee growth.
Finally, with a clear corporate focus, we will increase and leverage our scale to prepare for and capture new customer and service opportunities. We are very excited about the future of Retail Services, and we are pleased that we have found the right strategic partner for Global Products. Finally, I'd like to recognize our teams across Valvoline. We say at Valvoline that it all starts with our people. The talent across our organization has never been stronger. I'm proud of the results they've delivered in a challenging environment while also executing the robust process leading to the announcement we are making today. It gives me confidence that we are ready for this next step in our transformation. I want to thank each and every person on our team for their contribution and commitment to our success. With that, I'll hand things back to Sean to open the line for Q&A.
Thanks, Sam. Before we open the line, just like to remind everyone to limit your questions to one and just a couple of follow-ups so that we can try to cover everyone on the call. With that, Jacquita, please open the line.
Absolutely. If you would like to ask a question, please press star followed by one on your telephone keypad. If for any reason you would like to remove that question, please press star followed by two. Again, to ask a question, press star one. As a reminder, if you're using a speakerphone, please remember to pick up your handset before asking your question. We will pause here briefly as questions are registered. The first question comes from the line of Simeon Gutman with Morgan Stanley. Please go ahead.
Hey, everyone. Congratulations, Sam, Mary, and team, and hi to Lori if she's in the room. My first question is, in theory, the multiple of combined business or new business goes up, your currency goes up. In that regard, do you intend to grow faster through acquisition? What's the implication if you do on the margins of the business? Does it mean they ramp faster or slower? Thank you.
Yes. You know, we would certainly expect expansion in our multiple, and we do think that creates opportunities for the company, especially as we think about, you know, longer term strategies. We see it as opportunity, new opportunities open up for Valvoline, with multiple expansion. The, you know, the key focus for us is, you know, growing our preventive maintenance business where we have significant competitive advantage and significant opportunities for continued growth. It's that core business that we're so bullish on that we'll be very focused on in the years ahead. We do think as we grow that business, you know, the opportunity for margin, continued margin enhancement and strength is important.
Simeon, I would add on to that.
Maybe just a related follow-up. Oh, sorry.
Yes, Mary.
Simeon, if I could just add onto it. I do think we wanna make clear that our intention is to return, you know, a significant amount of the proceeds from the transaction to shareholders, likely in the form of share repurchases. We will have some debt reduction that's required as well that we mentioned in the comments. You know, my belief over the next, you know, the near-term future is the types of acquisitions we'll be focused on will be the types that we've done in the past, where we're adding stores through acquisitions of smaller regional players in a way that we can expand our fleet. We also have significant plans for expanding through much faster franchise growth.
I think both of those things is what you should be thinking about, for growth, in the near term for the business.
Yeah. This is a really important point for all investors to understand is that, you know, first of all, the majority of the proceeds from this transaction will be distributed through a share repurchase program. On an ongoing basis, it will continue to invest in the business for growth first, looking for those opportunities to strengthen the business, and then secondly, excess cash, you know, we would expect to be part of a share repurchase program ongoing.
Thanks. Maybe just the related follow-up. If you could just remind us when you purchase the smaller, you know, core, you know, acquisition targets, do those ramp quicker? Organic investment that take, maybe take longer? That was the question. Like, how does that, what's the implication?
Oh, yeah.
If you do more of those relative to the mix? Maybe you're saying you're not gonna even do more of those.
Yeah. No, you know, we've had tremendous success over the last few years, making those acquisitions, those regional acquisitions and smaller acquisitions. We tend to buy high quality operations, you know, focused on great real estate. Then when you integrate and add the capabilities of our process and our team, our digital programs and of course, the Valvoline brand, you know, we're able to drive that performance very quickly. You know, those tend to ramp really quickly when we're making acquisitions, whereas you know, new stores take a little bit longer. They typically are, you know, into year three before we're hitting the, you know, what I would call more mature level type performance. You know, we've had success making these regional acquisitions. There's not as many of those regional opportunities out there.
There's a lot of smaller acquisition opportunities. Our marketing efforts have changed somewhat, but we're having really good success. This year, our expected store growth is in the 150 store range. The key thing that you heard in our presentation is that continuing to grow our system is a major opportunity for us. We're reaching less than 15% of households that are within, say, a five-mile driving distance. We're gonna continue to reach more households, you know, with, you know, the industry-leading model for preventive maintenance.
Okay, thanks everyone.
Thanks, Simeon.
Thank you. The next question comes from the line of Mike Harrison with Seaport Research Partners. You may proceed.
Hi, good morning, and let me add my congratulations. As you think about using some of these proceeds to drive faster Retail Services growth, should we think of that as basically being additional capital to fund new stores and these acquisitions that you just spoke of? Or you mentioned expanding non-oil change revenue. I think I'm curious to understand what new growth avenues might be opening up as a result of this transaction.
Yeah, Mike, this is Mary. You know, we already make a major investment in capital and growth in the retail business on an annual basis. I see that investment growing modestly to drive more ground up store growth and more acquisitions, but I wouldn't say that it's gonna be substantial. You know, if in the fiscal year 2022, we spend about $160 million of our total capital on Retail Services, I think over the next several years, you could see that grow to the $200 million range or slightly above. I do believe that the majority of the proceeds will be used for returns to shareholders and the balance sheet in terms of required debt reduction.
As it relates to non-oil change services, you know, we're very focused on continuing the expansion of the programs that we have in place. We're piloting other types of services that we're optimistic about within the environment. I think what you're gonna see us is accelerating some of those opportunities to expand some of the other non-oil change services we provide in the store while we're growing the network to expand and reach more customers over time. Sam, anything you'd add to that?
Yeah, you know, the non-oil change revenue opportunity is, you know, less a capital investment opportunity and more an investment of our people resources. The focus of our team, it's about better execution in the stores and presenting those services, executing those services. We're definitely investing our time and effort to continue to grow that. It's been an important increasingly important part of our mix when it comes to ticket growth, and we see tremendous opportunity. One of the biggest challenges in the broader automotive aftermarket service business is that there's a real shortage of mechanics that's impacting dealerships and repair shops. You know, their focus more and more has got to be on, you know, heavy repair.
What that does is just creates a big opportunity for Valvoline in preventive maintenance. That is gonna be our primary focus in capturing more dollars there, more of these non-oil change services. That's where our investments will be more from an SG&A or people focus. You know, you've heard us talk about our fleet opportunity. That's another opportunity to reach more customers. Fleets are, you know, roughly about 10% of the business today, and yet we feel like we're just scratching the surface in terms of the potential to provide preventive maintenance services to more and more fleets.
All right, thanks for that. In terms of the approval process, can you talk about what countries will need to provide antitrust approval, any jurisdictions where you have concerns? Will the transaction come under review by the Committee on Foreign Investment in the United States?
Yes, you know, all good questions. There will be a CFIUS review, and also, you know, a review of market competition in certain countries. I don't have a list of those countries, Mike. I don't know that that's critical. When we look at the combination of the business, we do not see any issues, you know, whatsoever with regard to how our businesses come together to create any concerns for regulatory bodies.
There is an anti-competitive review in multiple countries, Mike, but we believe that process will be, you know, that it's really just a process of going through getting those applications reviewed. We don't believe it'll serve as a concern from a closing perspective. It will take some time just to get through those processes.
All right. Thanks very much.
Thank you.
Thank you. The next question comes from the line of Jeff Zekauskas with JP Morgan. You may proceed.
Thanks very much. How long is your long-term supply agreement with Aramco? Are the financial terms of that agreement more favorable than what you have today when you purchase oil?
The long-term agreement, Jeff, is for 10 years. It's gonna be market-based in its approach, how the pricing works. We think that the terms are appropriate for both parties, that it provides Valvoline Retail Services with the highest quality products and high levels of service to support our growth. For Valvoline Global Products, it provides them an important predictable cash flow that will grow, continue to grow over time. I you know essentially believe that the partnership is really critical between Retail Services and Global Products. Supply is gonna be a big part of this, and it's gonna be an important agreement and productive agreement for both parties.
With regard to, like, how does it compare versus how things work today, you know, we're structured differently where our supply chain has been owned by, you know, Valvoline. Valvoline Retail Services hasn't had to purchase product, you know, from Global Products in the past. This is a new dynamic to the relationship. There is some, you know, level of dyssynergy that has to be accounted for in the future of Valvoline Retail Services or Valvoline going forward, and that's what we tried to lay out in the presentation on page nine there.
I see that the future tax rate is 25%-27%. I take it that's because Retail Services is, you know, basically a domestic business, and.
Yeah, that's correct. That's correct, Jeff.
Yeah.
Because the Retail Services business doesn't benefit from doing businesses in some lower tax jurisdictions outside of the U.S. It's also influenced by the states where Retail Services does business on a standalone basis versus where we do business in as part of the consolidated Valvoline entity today. There's a modest impact at the state level but a bigger impact just from more favorable taxes in jurisdictions in the international business within Global Products that will be going away post-transaction that's causing some of the deleverage in the tax rate.
Okay. Lastly, is the EBITDA that goes to Aramco equal to the Adjusted Global Products EBITDA or, you know, is it in any way different? Maybe put differently, does your corporate expense change at all? Does it remain the same? I guess, are there opportunities?
Right.
To reduce the corporate expense?
Yeah. It's a good question, Jeff. Today, you know, in the current year, we'll have about $80 million of corporate expenses that support both segments. Going forward, those corporate expenses will be split between the two businesses, and there will be some dyssynergy for both businesses in order to operate the businesses on a standalone basis. I would say in terms of, you know, the earnings that are going away from the Global Products business, I don't expect there to be any material stranded costs. The buyer expects and wants a full team to run this business as an independent subsidiary. I don't expect there to be any material stranded costs, and in fact, just the opposite.
I think there'll be some dis-synergies on both sides in order to handle those shared service areas that support both businesses needing to be fully staffed. I'll say if you look at the current corporate costs, I would say, you know, if you split that 50/50 between the two businesses, there's some modest dis-synergies in addition to that for both businesses going forward.
Okay, great. Thank you so much.
Thank you. The next question comes from the line of Jason English with Goldman Sachs. You may proceed.
Hey, folks. Thanks for slotting me in.
Hi, Jason.
A couple quick questions. Later. I apologize, I'm guilty of multitasking a bit today, so I may have missed a couple of things. I think I heard you make a comment on dividend policy. Can you restate what that was? Also, it sounded like your, the licensing agreement is royalty-free. Is that correct?
Well, there is no licensing agreement. We basically, Jason, are transferring the brand for the product's use as part of the top-line consideration. Valvoline is retaining the brand for Retail Services' use globally with just a couple small exceptions.
Got it. Either way, no royalty.
No royalty.
Yep. On dividend policy?
Dividend policy, once the transaction is closed, Valvoline expects that it will move away from a dividend and provide a focus on, you know, the investments we're making and growing the business, combined with a share repurchase program that we expect will drive EPS CAGR in excess of 20%.
Okay. Sam referred to the business as having the leading model for preventative maintenance. It's really just the leading model for oil change today. Would you? Should we expect to see you more aggressively diversify outside of oil change through acquisitions?
You know, Nick, just going back to the current model, about 25% of our revenue is coming from non-oil change services, and those are expected to grow as we focus and invest in those. When it comes to preventive maintenance, we're better suited to do it than really anybody else in the aftermarket, because we can do it in a manner that's exceptionally convenient and done properly because of the training and capabilities of our team. When we talk about these kind of services, you know, we're talking about tire rotations, battery replacement, air conditioning service, filters, wipers, bulbs, other fluid maintenance with regard to transmission service, radiator service, differential service.
These services which are all, you know, required by the OEM or recommended by the OEM, and where we have record of our customers' transactions with Valvoline and even outside of the system, we're able to deliver the best customer experience because we know what our customers need, we can do it well, and it's all about, you know, building the customer's trust and executing against those. When we look at expansion of those services, you know, again, we look at those higher frequency services that bring, you know, real value to our customers. We're not announcing any type of move into heavy repair. That's not our strength, but our bread and butter is in the very important and growing convenience of preventive maintenance services.
Okay. It seems like it has more breadth than just your current model today, but I appreciate you wanted to say when you introduced your sandbox.
Yeah. No. That, that's our full model. Those are the service offerings today that I just mentioned.
Yeah. Okay. Thanks.
Thank you. The next question comes from the line of Laurence Alexander with Jefferies. You may proceed.
Good morning. Just one question on the joint brand management. Is there anything that you have historically done that would be restricted or complicated or slowed down by kind of the new structure? Or how do you see that? Or can you just unpack a little bit what the new structure might mean for you in practical terms?
Yeah, in practical terms, no restriction and plenty of opportunity. The, you know, the marketing investments on Global Products are a little bit different than the marketing investments in Retail Services and the types of tools that are used to expand our impact when it comes to drawing more customers to our retail stores. You know, heavy focus on digital marketing, very targeted marketing around our store locations, all about, you know, the service experience. You know, we've done a great job building our Valvoline brand to mean not just great products, but now great services. When people see the big V out in front of the store, they know what to expect.
On the product side, there is a lot of opportunity for continued investment in building the brand, building brand equity, as a leading global brand. One of the things that's so attractive about the Global Products business is that there's just tremendous opportunity for international growth. We've seen that in our business over the last few years, even with some of the challenges of COVID and where we've been able to make additional incremental investments in brand equity building programs, increased advertising. You know, we've seen a really strong return on that investment. Aramco sees that opportunity too, and so they have a very aggressive, bold plan for developing the Valvoline products business into a global leader. Exciting.
For us, w e feel as we've gotten to know their management team more closely, that we believe we can form a very strong partnership, and they're gonna be looking to our Valvoline Global Products team to build this global brand. We operate out of the same headquarters in Lexington and we'll be working together to make sure that these brand programs are good for both businesses.
Okay, great. Thanks.
You bet.
Thank you. Again, ladies and gentlemen, if you would like to ask a question, please press star one. There are no questions waiting at this time. I would now like to pass the conference back over to Sam for any closing remarks.
All right. Thank you. Thanks everyone for listening in this morning. Obviously, a really important day for Valvoline and exciting day with this announcement. We are excited about what it means for the future of Global Products under Aramco's strategic ownership and the Valvoline team leading the way in helping build that global brand. For Retail Services, everyone knows how bullish we are on the opportunities that we have in our market with the competitive advantages that we built. We are forming a pure play retail service company that delivers an outstanding profile in terms of opportunity for shareholders. I think we've laid that out clearly in the presentation this morning. We look forward to, you know, follow-up conversations about the future of Retail Services.
Again, today marks an important step along the way in creating tremendous value for our shareholders and continuing to build two outstanding businesses. Thank you very much.
That concludes the Valvoline special investor call. Thank you for your participation. You may now disconnect your line.