Funds managed by affiliates of Apollo Global Management, Inc. (NYSE:APO) and Abu Dhabi Investment Authority ("ADIA") entered into a definitive agreement to acquire Univar Solutions Inc. (NYSE:UNVR) from Fidelity Management & Research Company LLC, The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Invesco Ltd. (NYSE:IVZ), EdgePoint Investment Group Inc. and others for $5.8 billion on March 13, 2023. The merger agreement provides that Univar Solutions shareholders will receive $36.15 in cash for each share of common stock they own. A wholly owned subsidiary of Abu Dhabi Investment Authority will acquire minority stake. Affiliates of funds managed by affiliates of Apollo and a wholly owned subsidiary of ADIA have severally committed an aggregate equity contribution equal to $3.8 billion to finance the transaction. Certain financial institutions have severally committed to provide Apollo debt financing consisting of a $2.1 billion senior secured term loan facility, a $2 billion senior secured bridge loan facility, and a $1.4 billion senior secured asset-based revolving facility. Upon completion of the transaction, shares of Univar Solutions common stock will no longer trade on the New York Stock Exchange, and Univar Solutions will become a privately held company. Univar Solutions will continue to operate under the Univar Solutions name and brand and maintain a global presence. Univar Solutions is required to pay Apollo a termination fee of $204.19 million in cash upon termination of the Merger Agreement under specified circumstance and a reverse termination fee of $379.2 million in cash will be payable by Apollo to Univar Solutions under specified circumstances. O'Melveny & Myers LLP acted as a legal advisor to Apollo Global Management, Inc. (NYSE:APO).

The transaction is subject to customary closing conditions, including approval by Univar Solutions shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other regulatory approvals, including other applicable antitrust and foreign investment reviews. The transaction is not subject to a financing condition. The board of directors of Univar Solutions has unanimously approved the transaction. As of June 6, 2023, the transaction has been approved by the shareholders of Univar Solutions. As of June 7, 2023, the transaction has been approved by the European Commission. As of June 8, 2023, antitrust regulatory approvals have now been received from the United States (Hart?Scott?Rodino), Brazil, Canada, China, the European Union and Mexico. Additionally, UNVR received foreign direct investment regulatory approval from Italy. Pending regulatory approvals include antitrust approval in Turkey and foreign direct investment approvals from the United States (the Committee on Foreign Investment in the United States), France and Spain. The transaction is expected to close in the second half of 2023. Assuming timely satisfaction of necessary closing conditions, the transaction is expected to close around the middle of the third quarter of 2023.

Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc. are serving as financial advisors to Univar Solutions and Andrew R. Brownstein and John L. Robinson of Wachtell, Lipton, Rosen & Katz are serving as lead counsel to Univar Solutions. Brian Kim, Manuel Frey, Gregory Ezring, Brian Janson, Matthew Goldstein, Robert Tananbaum, Brad Okun, Charles Googe, Lawrence Witdorchic, Ron Aizen, Peter Fisch, Taurie M. Zeitzer, John Godfrey and Justin S. Rosenberg of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal counsel to the Apollo. J.P. Morgan Securities LLC is acting as lead financial advisor to Apollo. BMO Capital Markets, BNP Paribas Securities Corp., Credit Suisse, Guggenheim Securities, LLC, HSBC Securities (USA) Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC are also serving as financial advisors to Apollo. Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc. acted as fairness opinion provider to Univar Solutions. Egan, Brian J and Leiter, Michael E of Skadden, Arps, Slate, Meagher & Flom acted as legal advisor to Apollo Global Management in the transaction. Innisfree M&A Incorporated acted as proxy solicitor to Univar, for which Univar will pay a fee of $35,000. Univar will pay a fee of $46 million to Goldman Sachs, $3 million of which became payable upon the announcement of the merger, and the remainder of which is contingent upon consummation of the merger. Univar will pay a fee of $29 million to Deutsche Bank, of which $2 million became payable upon delivery of its opinion and the remainder of which is contingent upon consummation of the merger. EQ Shareowner Services acted as transfer agent to EQ Shareowner Services.

Funds managed by affiliates of Apollo Global Management, Inc. (NYSE:APO) and Abu Dhabi Investment Authority ("ADIA") completed the acquisition of Univar Solutions Inc. (NYSE:UNVR) from Fidelity Management & Research Company LLC, The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Invesco Ltd. (NYSE:IVZ), EdgePoint Investment Group Inc. and others on August 1, 2023. The Company will continue to operate under the Univar Solutions name and brand and maintain its global presence. As a result of the transaction completion, Univar Solutions? common stock no longer trades on the New York Stock Exchange.