SEC Form 4 · accession 0000899243-19-005793

Nexeo Solutions, Inc. · NXEO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On February 28, 2019, Univar Inc. ("Univar") completed its previously announced acquisition of Nexeo Solutions, Inc. (the "Issuer"), pursuant to the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), among Nexeo, Univar, Pilates Merger Sub I Corp. ("Merger Sub I"), and Pilates Merger Sub II LLC ("Merger Sub II"). Pursuant to the terms of the Merger Agreement (i) Merger Sub I merged with and into the Issuer (the "Initial Merger"), with Nexeo surviving the Initial Merger as a wholly owned subsidiary of Univar, and (ii) immediately following the Initial Merger, Nexeo merged with and into Merger Sub II (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub II surviving as the surviving company and wholly owned subsidiary of Univar in the Subsequent Merger.
• F10(Continued from footnote 9) Mr. Brian A. Selmo may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Mr. Mark Landecker may have been deemed to have had shared voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer that were held directly by the Private Investment Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick, Selmo or Landecker was the beneficial owner of such securities for purposes of Section 16 or any other purpose.
• F11Shares of common stock of the Issuer that were held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). The number of securities reported as disposed herein includes shares that were received by FPA Crescent Fund in a pro rata distribution for no consideration by WLRS Fund I LLC. FPA is the investment advisor of FPA Crescent Fund and may have been deemed to have had shared voting and/or investment power over shares of common stock of the Issuer that were held by FPA Crescent Fund. In addition, Mr. Atwood may have been deemed to have had shared voting and/or investment power over shares of common stock of the Issuer that were held by FPA Crescent Fund as a director and officer of the general partner of FPA.
• F12(Continued from footnote 11) Mr. Romick may have been deemed to have had shared voting and/or investment power over shares of common stock of the Issuer that were held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and director and officer of the general partner of FPA. Messrs. Selmo and Landecker may have been deemed to have had shared voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as Portfolio Managers of FPA Crescent Fund. FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore did not have any pecuniary interest in the securities of the Issuer that were held by FPA Crescent Fund.
• F13Following the Initial Effective Time, each outstanding and unexercised warrant to purchase common stock of the Issuer ("Issuer Warrant") became exercisable for 0.1525 shares of common stock of Univar 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 Issuer common stock that the holder of each Issuer Warrant would have been entitled to receive had such holder exercised such Issuer Warrant immediately prior to the Initial Effective Time, upon the terms and conditions specified in Issuer Warrants and the Warrant Agreement governing such Issuer Warrants. The Issuer Warrants held by FPA Value Partners were converted as described in this footnote following the Initial Effective Time.
• F2(Continued from footnote 1) In connection with the Initial Merger, each full share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Initial Merger (such time, the "Initial Effective Time") (other than (i) common stock of the Issuer owned by Univar, the Issuer or any direct or indirect wholly owned subsidiary of the Issuer or Univar (including Merger Sub I and Merger Sub II) and (ii) common stock of the Issuer 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) $3.02, and (B) 0.305 of a share of common stock of Univar (collectively, the "Merger Consideration"). The reporting persons disposed of all shares of common stock of the Issuer beneficially owned by them in connection with the Initial Merger and received the right to receive the Merger Consideration.
• F3Shares of common stock of the Issuer that were held directly by FPA Select Fund II, L.P. ("FPA Select II"). First Pacific Advisors, LP ("FPA") serves as general partner of and investment adviser to FPA Select II.
• F4Shares of common stock of the Issuer that were held directly by FPA Select Maple Fund, L.P. ("FPA Select Maple"). FPA serves as general partner of and investment adviser to FPA Select Maple.
• F5Shares of common stock of the Issuer that were held directly by FPA Select Fund, L.P. ("FPA Select"). FPA serves as the general partner of and investment adviser to FPA Select.
• F6Shares of common stock of the Issuer that were held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.
• F7Securities of the Issuer that were held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners.
• F8Shares of common stock of the Issuer that were held directly by FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC ("FPA Global Opportunity" and together with FPA Select II, FPA Select Maple, FPA Select, FPA Select Drawdown and FPA Value Partners, the "Private Investment Funds"). FPA serves as manager of and investment adviser to FPA Global Opportunity.
• F9FPA may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by each of the Private Investment Funds as the investment adviser to and manager or general partner, as applicable, of each of the Private Investment Funds. In addition, Mr. J. Richard Atwood may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Steven T. Romick may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA.

Remarks

Form 2 of 2. First Pacific Advisors, LP ("FPA") may have been deemed to exercise voting and/or investment power over securities of Nexeo Solutions, Inc. (the "Issuer") that were held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore did not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker did not have a pecuniary interest in the securities held by the Managed Accounts.