Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Nasdaq  >  Nexeo Solutions Inc    NXEO

NEXEO SOLUTIONS INC

(NXEO)
SummaryQuotesNewsCompany 
News SummaryMost relevantAll newsPress ReleasesOfficial PublicationsSector newsAnalyst Recommendations
The feature you requested does not exist. However, we suggest the following feature:

NEXEO SOLUTIONS, INC. : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

share with twitter share with LinkedIn share with facebook
share via e-mail
03/01/2019 | 07:18am EST

Item 1.02 Termination of Material Definitive Agreement.

The information set forth in the introductory note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Nexeo ABL Credit Facility

Effective as of February 28, 2019, Nexeo Solutions, LLC, a Delaware limited liability company ("Solutions"), repaid all amounts outstanding under its $575 million multicurrency ABL credit facility, dated as of June 9, 2016 (the "Nexeo ABL Credit Facility"), by and among Solutions, each domestic subsidiary of Solutions from time to time party thereto, Nexeo Solutions Canada Corp., a Canadian corporation, Nexeo Solutions Holdings, LLC, a Delaware limited liability company ("Holdings"), Nexeo Solutions Sub Holding Corp. ("Sub Holdco"), the lenders, and Bank of America, N.A., as administrative agent for the lenders, and terminated the Nexeo ABL Facility.

Nexeo Term Loan Credit Agreement

Effective as of February 28, 2019, Solutions repaid all amounts outstanding under its Credit Agreement, dated as of June 9, 2016 (the "Nexeo Term Loan Credit Agreement"), by and among the Solutions, Holdings, Sub Holdco, each lender from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent, and terminated the Nexeo Term Loan Credit Agreement.

Tax Receivable Agreement

On February 28, 2018, in connection with the Mergers, the Company terminated the Tax Receivable Agreement, dated as of June 9, 2016, among Nexeo, Nexeo Holdco, LLC, TPG VI Nexeo I, L.P., TPG VI Nexeo II, L.P. and TPG VI FOF Nexeo, L.P. pursuant to that certain Tax Receivable Termination and Settlement Agreement filed as Exhibit 10.1 to Nexeo's Current Report on Form 8-K filed on September 18, 2018.

--------------------------------------------------------------------------------

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the introductory note, which is incorporated herein by reference, on February 28, 2019, pursuant to the terms and conditions of the previously announced Merger Agreement, the Mergers were completed.

In connection with the Initial Merger, each full share of common stock, par value $0.0001 per share, of Nexeo (collectively, the "Nexeo Common Shares") issued and outstanding immediately prior to the effective time of the Initial Merger (such time, the "Initial Effective Time") (other than (i) Nexeo Common Shares owned by Univar, Nexeo or any direct or indirect wholly owned subsidiary of Nexeo or Univar (including Merger Sub I and Merger Sub II) and (ii) Nexeo Common Shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporations Law, as amended) was converted into the right to receive (A) the Cash Consideration, described below, and (B) 0.305 of a share of common stock, par value $0.01 per share, of Univar ("Univar Common Stock") (the "Stock Consideration" and, together with the Cash Consideration and any cash in lieu of fractional shares of Univar Common Stock, the "Merger Consideration"). No fractional Univar Common Stock were issued in the Mergers, and instead each holder of a Nexeo Common Share converted pursuant to the terms of the previous sentence who would otherwise have been entitled to receive a fraction of a share of Univar Common Stock (after taking into account Nexeo Common Shares held by such holder) received, in lieu of such fractional Univar Common Stock, cash (without interest) in an amount equal to such fractional amount of Univar Common Stock multiplied by $23.29, the last reported sale price of Univar Common Stock on February 27, 2019, the last complete trading day prior to the date of the Initial Effective Time.

Pursuant to the terms of the Merger Agreement, the "Cash Consideration" was $3.02 per Nexeo Common Share, which amount reflects a reduction by $0.27 per Nexeo Common Share based on the closing price of Univar Common Stock on February 27, 2019, the day prior to the closing of the Mergers.

The stock consideration payable to former holders of Nexeo Common Shares and related stock awards, described below, consists, in the aggregate, of approximately 28 million shares of Univar Common Stock, or approximately 16% of the issued and outstanding Univar Common Stock following the completion of the transaction.

Following the Initial Effective Time, Nexeo's units (the "Nexeo Units"), consisting of one Nexeo Common Share and one Nexeo warrant, were split into one Nexeo Common Share, which was converted into the right to receive the Merger Consideration in the Initial Merger, and one Nexeo warrant (a "Nexeo Warrant"), which remained outstanding and was assumed by Merger Sub II as successor to Nexeo in the Subsequent Merger. Following the Initial Effective Time, each outstanding and unexercised Nexeo Warrant, including Nexeo Warrants retained by Nexeo unitholders after the split of the Nexeo units, is exercisable for 0.1525 shares of Univar Common Stock and $1.51 in cash, which represents the Merger Consideration that would have been payable in respect of the one-half (1/2) share of Nexeo Common Stock that the holder of each Nexeo Warrant would have been entitled to receive had such holder exercised such Nexeo Warrant . . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or

Standard.

As a result of the transactions described in Item 2.01 of this Current Report on Form 8-K, which are incorporated by reference herein, Nexeo requested that (i) the Nexeo Common Shares, which traded under the symbol "NXEO," (ii) the Nexeo Warrants, which traded under the symbol "NXEOW," (iii) and the Nexeo Units, which traded under the symbol "NXEOU," cease to be traded on the Nasdaq Global Exchange ("Nasdaq") as of prior to the opening of the market on March 1, 2019 and be delisted from Nasdaq. Accordingly, Nasdaq is expected to file with the SEC Form 25 Notifications of Removal from Listing and/or Registration under Section 12(b) (the "Form 25s") of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to delist and deregister under Section 12(b) of the Exchange Act the Nexeo Common Shares, the Nexeo Warrants and the Nexeo Units. The delisting of the Nexeo Common Shares, the Nexeo Warrants and the Nexeo Units from Nasdaq is expected to be effective 10 days after the filing of the Form 25s. The Surviving Company intends to file with the SEC Form 15s under the Exchange Act relating to the Nexeo Common Shares, the Nexeo Warrants and the Nexeo Units.

Item 3.03 Material Modification to rights of Security Holders.

As a result of the Initial Merger, each issued and outstanding Nexeo Common Share, other than dissenting shares, was cancelled and each holder of Nexeo Common Shares ceased to have any rights as a stockholder of Nexeo other than the right to receive the Merger Consideration as set forth in the Merger Agreement.

Additionally, as a result of the Initial Merger, the holders of the Nexeo Warrants will have the right to purchase from the Surviving Company the Alternative Issuance (as defined in the Warrant Agreement filed as Exhibit 4.1 to Nexeo's Current Report on Form 8-K filed on June 16, 2014) upon the basis and upon the terms and conditions specified in the Nexeo Warrants and such agreement.

--------------------------------------------------------------------------------

Finally, as a result of the Initial Merger, each Nexeo Unit was separated into (i) one Nexeo Common Share, which was cancelled and each holder of such Nexeo Common Share ceased to have any rights as a stockholder of Nexeo other than the right to receive the Merger Consideration as set forth in the Merger Agreement and (ii) and one Nexeo Warrant, which entitles the holder of such Nexeo Warrant the right to purchase from the Surviving Company the Alternative Issuance upon the basis and upon the terms and conditions specified in the Nexeo Warrants and the Warrant Agreement.

The information set forth in Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.01 Change in Control of Registrant.

Pursuant to the terms of the Merger Agreement, at the effective time of the Initial Merger, Nexeo became a wholly owned subsidiary of Univar and, accordingly, a change in control of Nexeo occurred.

The information set forth in Item 2.01, Item 3.01, Item 3.03 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

At the effective time of the Subsequent Merger, all of the previous officers and directors of Nexeo ceased to serve as the officers and directors of Nexeo.

In connection with closing the Mergers, the following individuals were appointed to the following positions with the Surviving Company:

- Mark Fisher, President

- Lynn J. Burgener, Vice President

- Jeffrey W. Carr, Secretary

- Kerri A. Howard, Treasurer

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the Subsequent Merger, the certificate of formation and the operating agreement of Merger Sub II, attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference, became the certificate of formation and operating agreement of the Surviving Company, which retains the name Pilates Merger Sub II LLC.

Item 7.01 Regulation FD Disclosure.

On March 1, 2019, Univar issued a press release announcing the consummation of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Such press release shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference in any filing of Nexeo under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.



Exhibit
No.                                      Description

2.1           Agreement and Plan of Merger, dated as of September  17, 2018, by
            and among Nexeo Solutions, Inc., Univar Inc., Pilates Merger Sub I
            Corp and Pilates Merger Sub II LLC (incorporated herein by reference
            to Exhibit 2.1 to the Current Report on Form 8-K filed by Nexeo on
            September 18, 2018).

3.1           Certificate of Formation of Pilates Merger Sub II LLC.

3.2           Operating Agreement of Pilates Merger Sub II LLC.

99.1          Press Release, dated March 1, 2019.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

share with twitter share with LinkedIn share with facebook
share via e-mail
Latest news on NEXEO SOLUTIONS INC
2019NEXEO SOLUTIONS, INC. : Termination of a Material Definitive Agreement, Completi..
AQ
2019NEXEO SOLUTIONS, INC. : Submission of Matters to a Vote of Security Holders (for..
AQ
2019NEXEO : INVESTOR ALERT - NEXEO SOLUTIONS (NXEO) - Andrews & Springer LLC is Inve..
BU
2019Univar and Nexeo Solutions Announce Divestiture of Nexeo's Plastics Distribut..
GL
2019Nexeo Solutions Announces First Quarter Fiscal Year 2019 Earnings Release Dat..
GL
2019NEXEO : NXEO) SHAREHOLDER ALERT - Andrews & Springer LLC Is Investigating Nexeo ..
BU
2019Nexeo Solutions Named Distributor for Chemetall in North America
GL
2018KASKELA LAW LLC : Investigation of Nexeo Solutions, Inc. on Behalf of Stockholde..
BU
2018Nexeo Solutions Launches New Sampling Site Focused on Personal Care Innovatio..
GL
2018Nexeo Solutions Named Distributor for Cabot Corporation in West Coast and Sou..
GL
More news
Chart NEXEO SOLUTIONS INC
Duration : Period :
Nexeo Solutions Inc Technical Analysis Chart | MarketScreener
Full-screen chart
Sector and Competitors
1st jan.Capitalization (M$)
NEXEO SOLUTIONS INC15.60%0
LINDE PLC5.00%119 125
AIR LIQUIDE10.74%71 283
SAUDI BASIC INDUSTRIES CORPORATION SJSC--.--%64 630
AIR PRODUCTS & CHEMICALS8.83%56 436
THE SHERWIN-WILLIAMS COMPANY-0.30%53 265