0000903423-19-000137.txt : 20190301 0000903423-19-000137.hdr.sgml : 20190301 20190301161136 ACCESSION NUMBER: 0000903423-19-000137 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190228 FILED AS OF DATE: 20190301 DATE AS OF CHANGE: 20190301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 19649444 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Advisors VI, Inc. CENTRAL INDEX KEY: 0001433038 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 19649445 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 19649446 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 19649447 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nexeo Solutions, Inc. CENTRAL INDEX KEY: 0001604416 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] 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 4 1 tpgsbsnexeo4.xml OWNERSHIP DOCUMENT X0306 4 2019-02-28 1 0001604416 Nexeo Solutions, Inc. NXEO 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0001433038 TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 0 0 1 1 Former 10% Owner Common Stock 2019-02-28 4 J 0 31139517 D 0 I See Explanation of Responses Right to future deferred payment 2019-02-28 4 J 0 5178642 D Common Stock 5178642 0 I See Explan-ation of Responses The securities reported herein were disposed of pursuant to the Agreement and Plan of Merger, dated as of September 17, 2018 (the "Univar Merger Agreement"), by and among Nexeo Solutions, Inc. (the "Issuer"), Univar, Inc. (the "Parent"), Pilates Merger Sub I Corp. ("Merger Sub I") and Pilates Merger Sub II LLC ("Merger Sub II"), whereby (i) Merger Sub I merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of the Parent, and (ii) the surviving corporation merged with and into Merger Sub II, with Merger Sub II continuing as the surviving company (collectively, the "Merger"). At the effective time of the Merger on February 28, 2019, (i) each share of Common Stock of the Issuer ("Common Stock") was converted into the right to receive $3.02 in cash and 0.305 of a share of common stock of the Parent and (ii) the right of the TPG Funds (as defined below) to receive Deferred Cash Payments (as defined below) was accelerated, resulting in Deferred Cash Payments of $52,459,643.46 David Bonderman and James G. Coulter are sole shareholders of each of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and TPG Advisors VI, Inc. ("TPG Advisors VI"). Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the sole member of TPG VI AIV SLP SD Advisors, LLC, which is the general partner of TPG VI AIV SLP SD, L.P., which is the managing member of Nexeo Holdco, LLC ("Nexeo Holdco"). TPG Advisors VI is the general partner of each of (i) TPG VI Neon I, L.P. ("TPG Neon I"), (ii) TPG VI Neon II, L.P. ("TPG Neon II") and (iii) TPG VI FOF Neon, L.P. ("TPG FOF Neon" and, together with Nexeo Holdco, TPG Neon I and TPG Neon II, the "TPG Funds"). The TPG Funds held the securities reported herein. Pursuant to the Agreement and Plan of Merger, dated as of March 21, 2016 (as amended by Amendment No. 1 to the Merger Agreement, dated as of June 6, 2016, the "Nexeo Merger Agreement"), as adjusted by the Purchase Price Adjustment Confirmation Letter dated November 17, 2016, in lieu of receiving 5,178,642 additional shares of Common Stock (the "Excess Shares") in the related merger, the TPG Funds received the right to future cash payments upon the occurrence of certain events (based on the then-prevailing trading price of the Common Stock) (the "Deferred Cash Payments"). The TPG Funds had been entitled to payment in respect of all Excess Shares by June 30, 2021. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may have been deemed to have beneficially owned the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such other TPG Fund's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (7) The Reporting Persons are jointly filing this Form 3 under Exchange Act Rule 16a-3(j). (8) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) 2019-03-01 /s/ Michael LaGatta, Vice President, TPG Advisors VI, Inc. (7) 2019-03-01 /s/ Bradford Berenson on behalf of David Bonderman (7)(8) 2019-03-01 /s/ Bradford Berenson on behalf of James G. Coulter (7)(8) 2019-03-01