0001104659-16-127844.txt : 20160616 0001104659-16-127844.hdr.sgml : 20160616 20160616182513 ACCESSION NUMBER: 0001104659-16-127844 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160609 FILED AS OF DATE: 20160616 DATE AS OF CHANGE: 20160616 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nexeo Solutions, Inc. CENTRAL INDEX KEY: 0001604416 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 465188282 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE, SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (281) 297-0700 MAIL ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE, SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: WL Ross Holding Corp. DATE OF NAME CHANGE: 20140401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH DAN F CENTRAL INDEX KEY: 0001188511 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161718549 MAIL ADDRESS: STREET 1: 1221 MCKINNEY STREET STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77010 3 1 a3.xml 3 X0206 3 2016-06-09 0 0001604416 Nexeo Solutions, Inc. NXEO 0001188511 SMITH DAN F C/O NEXEO SOLUTIONS, INC. 3 WATERWAY SQUARE PLACE, SUITE 1000 THE WOODLANDS TX 77380 1 0 0 0 Common Stock 1791182 I See Footnote Deferred Payment Right 0.00 2021-06-30 Common Stock 311166 I See Footnote On June 9, 2016, Nexeo Holdco, LLC, a Delaware limited liability company (the "Management Company"), received 1,791,182 shares of common stock and 311,166 deferred payment rights as consideration in connection with the business combination of WL Ross Holding Corp. and Nexeo Solutions Holdings, LLC (the "Business Combination"). The Reporting Person holds a direct membership interest in the Management Company. The Reporting Person disclaims beneficial ownership of all securities reported except to the extent of such Reporting Person's pecuniary interest therein. Includes 268,433 shares of common stock subject to forfeiture on June 9, 2026 unless certain targets tied to the trading price of the Issuer's common stock are satisfied or the Issuer completes a liquidation, merger, stock exchange or similar transaction. In accordance with the terms of the merger agreement pursuant to which the Business Combination was consummated, a portion of the consideration received by the Management Company was rights to receive future deferred payments in cash from the Issuer. Such deferred cash payments will be in an amount equal to the Issuer's prevailing stock price at the time the Issuer pays such deferred cash payment multiplied by the number of deferred payment rights (the "Deferred Cash Consideration"); provided, that if the Issuer so elects, it may fund the Deferred Cash Consideration earlier through equity sales, in which case the Deferred Cash Consideration would equal the proceeds received in the applicable equity offering from the sale of a number of shares of common stock equal to the number of Deferred Payment Rights. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Dan F. Smith, by Michael B. Farnell, Jr. as Attorney-in-Fact 2016-06-16 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5,
FORM 144 AND SCHEDULE 13D AND 13G

 

The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

1.                                      Execute for and on behalf of the undersigned a Form ID (including amendments thereto), or any other forms prescribed by the Securities and Exchange Commission, that may be necessary to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission of the forms referenced in clause (2) below;

 

2.                                      Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144 and (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of Nexeo Solutions, Inc. or any of its subsidiaries;

 

3.                                      Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

 

4.                                      Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein.  The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming

 


 

(nor is Nexeo Solutions, Inc. assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless Nexeo Solutions, Inc. and the attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorney-in fact for purposes of executing, acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and agrees to reimburse Nexeo Solutions, Inc. and the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144, Schedule 13D and Schedule 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Nexeo Solutions, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact.  This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

 

(Signature Page Follows)

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

 

 

 

By:

/s/ Dan F. Smith

 

Name:

Dan F. Smith

 

Date:

June 1, 2016

 

Signature Page to

Power of Attorney