- Transaction valued at approximately $640 million
- Transaction expected to close in the first half of 2019; net
proceeds will be used to immediately pay down debt
- Nexeo Plastics is a leading global distributor of a broad
range of plastics products, including polymer products and
engineering resins, to plastics processors in more than 60
countries worldwide
- Business will continue to be led by Shawn Williams, executive vice president, Nexeo
Plastics
DOWNERS GROVE, Illinois and THE WOODLANDS, Texas, Feb. 8, 2019 /PRNewswire/ -- Univar Inc.
(NYSE: UNVR) ("Univar") and Nexeo Solutions, Inc. (NASDAQ: NXEO)
("Nexeo Solutions") today announced an agreement for Nexeo
Solutions to divest its plastics distribution business ("Nexeo
Plastics") to an affiliate of One Rock Capital Partners, LLC
("One Rock") for an enterprise value
of $640 million, subject to customary
closing adjustments.
Univar's president and CEO, David
Jukes, said: "Today's announcement marks the conclusion
of our strategic review for Nexeo's Plastics Business and enables
us to concentrate our energy on the core chemical distribution
business and the abundant value creation opportunities from the
Nexeo Solutions and Univar combination."
Nexeo Solutions' president and CEO, David
Bradley, commented: "For One Rock, the purchase of Nexeo
Solutions Plastics represents an opportunity to acquire an
industry-leading plastics distributor with strong customer and
supplier relationships. As a stand-alone business with a
clear strategy, the outlook for the Plastics business and its
employees is extraordinary."
"We are very excited to have One
Rock invest in our business, which Nexeo
Solutions has built into one of the leading global plastics
distribution companies," said Shawn Williams, executive vice
president, for Plastics at Nexeo Solutions. "We look forward
to operating as a pure-play plastics business and will focus our
talent and resources on expanding our service offering for our
suppliers and customers worldwide."
One Rock Managing Partner Tony Lee commented, "We are excited
about the opportunity to create a standalone plastics distribution
business and invest in growth by deepening its relationships with
customers and supplier partners. We look forward to collaborating
with Nexeo Plastics' management team to achieve the full potential
of the business."
One Rock Managing Partner R. Scott
Spielvogel added, "The acquisition of Nexeo Plastics is the
culmination of a yearlong evaluation by One
Rock during which we utilized our extensive experience in
executing corporate carve-outs, together with our knowledge of the
plastics, chemicals and distribution industries. We fully expect
that we will be able to help management fortify and expand the
capabilities of the business, thereby driving value for suppliers
and customers alike."
Transaction Details
The divestiture is expected to
result in net cash proceeds of at least $615
million, which will be immediately utilized to pay down
debt. Transition services for corporate functions and shared
distribution sites will be provided in order to support the buyer
and seller during the transition period.
Closing Details
The divestiture has been approved by
the Boards of Directors of both Univar and Nexeo Solutions and is
anticipated to close in the first half of 2019, subject to receipt
of regulatory approvals and satisfaction of other customary
conditions and the closing of, or the satisfaction of the
conditions to the closing of, Univar's acquisition of Nexeo
Solutions.
Advisors
For Univar, Goldman Sachs & Co. LLC is
serving as financial advisor, and Wachtell, Lipton, Rosen &
Katz is serving as legal counsel. For Nexeo Solutions, Moelis &
Company LLC is serving as financial advisor, and Weil, Gotshal
& Manges LLP is serving as legal counsel. For One Rock, Jefferies LLC is serving as financial
advisor, and Latham & Watkins LLP and Hogan Lovells US LLP are
serving as legal counsel.
About Univar
Founded in 1924, Univar (NYSE: UNVR) is a
global chemical and ingredient distributor and provider of
value-added services, working with leading suppliers
worldwide. Supported by a comprehensive team of sales and
technical professionals with deep specialty and market expertise,
Univar operates hundreds of distribution facilities throughout
North America, Western Europe, Asia-Pacific and Latin America. Univar
delivers tailored customer solutions through a broad product and
services portfolio sustained by one of the most extensive industry
distribution networks in the world. For more information,
visit www.univar.com.
About Nexeo Solutions
Nexeo Solutions is a leading
global chemicals and plastics distributor, representing products
from world-class producers to a diverse customer base. From
product specification to sustainable solutions, the Company goes
beyond traditional logistics to provide value-added services across
many industries, including chemicals manufacturing, oil and gas,
coatings, personal care, healthcare, automotive and 3D
printing. The Company leverages a centralized technology
platform to identify efficiencies and create solutions to unlock
value for suppliers and customers. Learn more at
www.nexeosolutions.com.
About One Rock Capital Partners, LLC
One Rock makes controlling investments in
companies with potential for growth and operational improvement
using a rigorous approach that utilizes highly experienced
Operating Partners to identify, acquire and enhance businesses in
select industries. The involvement of these Operating Partners
affords One Rock the ability to
conduct due diligence and consummate acquisitions and investments
in all types of situations, regardless of complexity. One Rock works collaboratively with company
management and its Operating Partners to develop a comprehensive
business plan focused on growing the enterprise and enhancing its
profitability to enhance long-term value. For more information,
visit www.onerockcapital.com.
Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 codified in Section 27A of
the Securities Act, and Section 21E of the Exchange Act, as
amended. Some forward-looking statements may be identified, without
limitation, by the use of forward-looking terminology such as
"anticipate," "assume," "believe," "estimate," "expect," "intend,"
"plan," "project," "may," "will," "could," "would" and similar
expressions. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places
throughout this communication and include statements regarding,
among other things, matters related to the proposed transaction
between Univar Inc. ("Univar"), Nexeo Solutions, Inc. ("Nexeo
Solutions") and One Rock Capital Partners, LLC ("One Rock") with respect to the Nexeo Solutions'
plastics distribution business (the "Plastics Transaction"),
matters related to the proposed transaction between Univar and
Nexeo Solutions (the "Combination Transaction" and, together with
the Plastics Transaction, the "Transactions") and the operating
results, performance and capital structure of Univar after the
proposed Combination Transaction.
Forward-looking statements are based on Univar's, Nexeo
Solutions' and One Rock's current
expectations and beliefs concerning future developments and their
potential effect on such parties and their operations. While Univar
and Nexeo Solutions believe that forward-looking statements are
reasonable as and when made, there can be no assurance that future
developments affecting Univar, Nexeo Solutions, One Rock and the Transactions will be those
anticipated. A number of important factors, risks and uncertainties
could cause actual results to differ materially from those
contained in or implied by the forward-looking statements, many of
which are beyond Univar's, Nexeo Solutions' or One Rock's control. Factors, risks and
uncertainties that could cause actual results to differ from those
reflected in forward-looking statements include: changes in general
economic, business and political conditions, including changes in
the financial markets; the ability to satisfy the conditions to
closing of one or both of the Transactions on the expected timeline
or at all and other risks related to the completion of one or both
of the Transactions; the ability to obtain required shareholder and
regulatory approvals for the proposed Combination Transaction on
the expected timeline or at all; the ability to obtain required
regulatory approvals for the proposed Plastics Transaction on the
expected timeline or at all; the ability to complete the proposed
Transactions on the expected terms and timeline or at all; higher
than expected or unexpected costs associated with or relating to
the proposed transaction; the risk that expected benefits,
synergies and growth prospects of the proposed Combination
Transaction may not be achieved in a timely manner or at all; the
impact of the Plastics Transaction on the Combination Transaction;
the impact of the Combination Transaction on the Plastics
Transaction; the ability to successfully integrate Nexeo Solutions'
business with Univar following the closing of the Combination
Transaction; the risk that Univar and Nexeo Solutions will be
unable to retain and hire key personnel; the risk that disruption
from the Transactions may adversely affect Univar's and Nexeo
Solutions' business and their respective relationships with
customers, suppliers, distributors or employees; and other risks
detailed in the risk factors discussed in "Item 1.A. Risk Factors"
in each of Univar's and Nexeo Solutions' most recent Annual Reports
on Form 10-K, as updated by any Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and future filings with the SEC. Unless
otherwise indicated or the context otherwise requires, comments
concerning our expectations for future revenues and operating
results are based on our forecasts for our existing operations and
do not include the potential impact of any future acquisitions,
divestitures or other potential strategic transactions. Readers are
cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof. Neither Univar
nor Nexeo Solutions undertake any obligation to update or revise
any forward-looking statements after the date they are made,
whether as a result of new information, future events or
otherwise.
Disclaimer
This communication shall neither constitute
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation, or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information and Where to Find It
In
connection with the proposed transaction between Univar and Nexeo
Solutions, Univar has filed a registration statement on Form S-4,
that contains a prospectus and a proxy statement for Univar and
consent solicitation statement for Nexeo Solutions (the
"prospectus/joint proxy and consent solicitation statement"). The
registration statement became effective on January 29, 2019. INVESTORS AND SECURITY HOLDERS
OF UNIVAR AND NEXEO ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE
PROSPECTUS/JOINT PROXY AND CONSENT SOLICITATION STATEMENT, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. A definitive prospectus/joint proxy and consent
solicitation statement was sent to the shareholders of Univar and
Nexeo Solutions on or about January 29,
2019. Investors and security holders are able to obtain
copies of the prospectus/joint proxy and consent solicitation
statement as well as other filings containing information about
Univar and Nexeo Solutions, without charge, at the SEC's website,
http://www.sec.gov. Copies of the documents filed with the SEC by
Univar are available free of charge within the investor relations
section of Univar's website at www.univar.com. Copies of the
documents filed with the SEC by Nexeo Solutions are available free
of charge within the investor relations section of Nexeo Solutions'
website at www.nexeosolutions.com.
Participants in the Solicitation
Univar, Nexeo
Solutions and each of their directors, executive officers and
certain other employees may be deemed to be participants in the
solicitation of proxies from Univar's shareholders and consents
from Nexeo Solutions' shareholders in respect of the proposed
transaction between Univar and Nexeo. Information regarding
Univar's directors and executive officers is contained in Univar's
proxy statement for its 2018 annual meeting, which was filed with
the SEC on March 20, 2018.
Information regarding Nexeo Solutions' directors and executive
officers is contained in Nexeo Solutions' proxy statement for its
2019 annual meeting, which was filed with the SEC on December 13, 2018. Investors and security holders
may obtain additional information regarding the interests of such
participants by reading the prospectus/joint proxy and consent
solicitation statement when it becomes available, which may be
obtained as described in the paragraphs above.
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