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Nexeo plastics distribution business to be sold to One Rock Capital

2/9/2019
$640 million deal
DOWNERS GROVE, Ill. 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.
SOURCE Univar Inc.