For Univar, Goldman Sachs & Co. LLC is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. For Nexeo, Moelis & Company LLC is serving as financial advisor and Weil, Gotshal & Manges LLP is serving as legal counsel. Kirkland & Ellis represents Univar in financing the acquisition.
Univar Inc. (NYSE: UNVR), a global chemical and ingredient distributor and provider of value-added services, and Nexeo Solutions, Inc. (NASDAQ: NXEO), a leading global chemicals and plastics distributor, today announced they have entered into a definitive agreement for Univar to acquire Nexeo in a cash and stock transaction valued at approximately $2.0 billion, including the assumption of Nexeo’s debt and other obligations, or $11.65 per Nexeo share, subject to adjustment as described below.
The merger agreement provides for each share of Nexeo stock issued and outstanding to be converted into 0.305 shares of Univar common stock and $3.29 in cash, subject to adjustment at closing, representing a purchase price of $11.65 per share of Nexeo common stock, based on Univar’s closing price on September 14, 2018 of $27.40. The cash consideration is subject to a potential reduction of up to $0.41 per share, based on Univar’s stock trading price prior to the completion of the acquisition.
Following the close, existing Nexeo equity warrants will be exercisable for the merger consideration in accordance with the terms of the warrant agreement.
The transaction is expected to deliver $100 million, or approximately $0.43 per share (after tax), in annual run-rate cost savings by the third year following close, and immediately reduce ongoing annual capital expenditures by $15 million. It is expected to be accretive to Univar’s Adjusted EPS beginning in the first full year following closing. Univar expects pro forma leverage ratio to be below 3.0x by the end of the first full year after closing.
The transaction has been unanimously approved by the Boards of Directors of both companies, and is anticipated to close in the first half of 2019, subject to the approval of both Univar and Nexeo shareholders, as well as receipt of regulatory approvals and satisfaction of other customary conditions. Nexeo’s key stockholders, TPG and First Pacific, have agreed to provide consent for the proposed transaction.
Univar intends to finance the cash portion of the transaction and refinance Nexeo’s existing debt with a combination of available cash and bank financing, for which it has received commitments.
Wachtell, Lipton, Rosen & Katz advised Univar on the deal with a team including Andrew R. Brownstein (Picture) and John L. Robinson.
Kirkland & Ellis represented Univar Inc. in the financing for its acquisition with a team including debt finance partners Jason Kanner, Kristen Derhaag and Ross Leff and associate Virginia Noble.
Weil advised Nexeo Solutions with a team including ergers & Acquisitions partner Michael Aiello and includes Mergers & Acquisitions partner Sachin Kohli and Mergers & Acquisitions associates Kevin Kitson, Andrea Ryken, Rob Cohen, Stephen Liebscher and Chelsea Berry; Banking & Finance partner Benton Lewis; Capital Markets partner Michael Hickey; Technology & IP Transactions Head Michael Epstein; Tax, Executive Compensation & Benefits Co-Chairs Kenneth Heitner and Paul Wessel; Environmental Head Annemargaret Connolly; Antitrust/Competition partners Jeffrey Perry and Laura Wilkinson; Real Estate partner Michael Bond; Environmental counsel Matthew Morton; Antitrust/Competition counsel Vadim Brusser; Regulatory counsel Adam Safwat; Banking & Finance associate Jacqueline Diaz; Technology & IP Transactions associates Edric Itchon, Lauren Springer and Phillip Grudzina; Tax associate Alex Farr; Executive Compensation & Benefits associates Daphney Francois and John Kleinjan; and Antitrust/Competition associates Christopher Abbott and Natalie Hayes.
Involved fees earner: Michael Aiello – Weil, Gotshal & Manges; Sachin Kohli – Weil, Gotshal & Manges; Kevin Kitson – Weil, Gotshal & Manges; Andrea Ryken – Weil, Gotshal & Manges; Rob Cohen – Weil, Gotshal & Manges; Stephen Liebscher – Weil, Gotshal & Manges; Chelsea Berry – Weil, Gotshal & Manges; Benton Lewis – Weil, Gotshal & Manges; Jacqueline Diaz – Weil, Gotshal & Manges; Michael Hickey – Weil, Gotshal & Manges; Michael Epstein – Weil, Gotshal & Manges; Edric Itchon – Weil, Gotshal & Manges; Lauren Springer – Weil, Gotshal & Manges; Phillip Grudzina – Weil, Gotshal & Manges; Paul Wessel – Weil, Gotshal & Manges; Daphney Francois – Weil, Gotshal & Manges; John Kleinjan – Weil, Gotshal & Manges; Michael Bond – Weil, Gotshal & Manges; Jeffrey Perry – Weil, Gotshal & Manges; Laura Wilkinson – Weil, Gotshal & Manges; Vadim Brusser – Weil, Gotshal & Manges; Christopher Abbott – Weil, Gotshal & Manges; Natalie Hayes – Weil, Gotshal & Manges; Annemargaret Connolly – Weil, Gotshal & Manges; Matthew Morton – Weil, Gotshal & Manges; Kenneth Heitner – Weil, Gotshal & Manges; Alex Farr – Weil, Gotshal & Manges; Adam Safwat – Weil, Gotshal & Manges; Andrew Brownstein – Wachtell, Lipton, Rosen & Katz; John Robinson – Wachtell, Lipton, Rosen & Katz; Jason Kanner – Kirkland & Ellis; Kristen Derhaag – Kirkland & Ellis; Ross Leff – Kirkland & Ellis; Virginia Noble – Kirkland & Ellis;