4//SEC Filing
TPG Group Holdings (SBS) Advisors, Inc. 4
Accession 0000903423-19-000137
CIK 0001604416other
Filed
Feb 28, 7:00 PM ET
Accepted
Mar 1, 4:11 PM ET
Size
17.0 KB
Accession
0000903423-19-000137
Insider Transaction Report
Form 4
BONDERMAN DAVID
10% Owner
Transactions
- Other
Common Stock
2019-02-28−31,139,517→ 0 total(indirect: See Explanation of Responses) - Other
Right to future deferred payment
2019-02-28−5,178,642→ 0 total(indirect: See Explan-ation of Responses)→ Common Stock (5,178,642 underlying)
Transactions
- Other
Common Stock
2019-02-28−31,139,517→ 0 total(indirect: See Explanation of Responses) - Other
Right to future deferred payment
2019-02-28−5,178,642→ 0 total(indirect: See Explan-ation of Responses)→ Common Stock (5,178,642 underlying)
TPG Advisors VI, Inc.
10% Owner
Transactions
- Other
Right to future deferred payment
2019-02-28−5,178,642→ 0 total(indirect: See Explan-ation of Responses)→ Common Stock (5,178,642 underlying) - Other
Common Stock
2019-02-28−31,139,517→ 0 total(indirect: See Explanation of Responses)
COULTER JAMES G
10% Owner
Transactions
- Other
Common Stock
2019-02-28−31,139,517→ 0 total(indirect: See Explanation of Responses) - Other
Right to future deferred payment
2019-02-28−5,178,642→ 0 total(indirect: See Explan-ation of Responses)→ Common Stock (5,178,642 underlying)
Footnotes (6)
- [F1]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").
- [F2]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
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
Documents
Issuer
Nexeo Solutions, Inc.
CIK 0001604416
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001495741
Filing Metadata
- Form type
- 4
- Filed
- Feb 28, 7:00 PM ET
- Accepted
- Mar 1, 4:11 PM ET
- Size
- 17.0 KB