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HomeMy WebLinkAboutNCS000315_Letter RE Transaction_20190305neAveo0 solutions February 26, 2019 3 Waterway Square Place, Suite 1000 The Woodlands, TX 77380 North Carolina Department of Environmental Quality Division of Energy, Mineral and Land Resources, Stormwater Permitting Program 512 North Salisburty Street, MSC 1612 Raleigh, NC 2/699-1b12 Re: Change of Ownership Notice Permit #: NCS000315 Permit #: 60-0000068 Issued to Nexeo Solutions, LLC 3930 Glenwood Dr Charlotte, NC 28208 To whom it may concern: MAR 0 5 2010 DENR-LAND QUALI T Y STORMWATER PERivllh i ING I am writing to notify you about a recent transaction affecting Nexeo Solutions, LLC (the "Permit Holder"), which holds the above listed permits/authorizations/licenses. We anticipate that the transaction will close on March 1, 2019. On September 17, 2018, Nexeo Solutions, Inc. (the ultimate parent of the Permit Holder) announced that it had entered into an agreement to be acquired by Univar, Inc. (the "Transaction"). As a result of the Transaction, the Permit Holder will remain a subsidiary of Nexeo Intermediate Holdings and will become an indirect, wholly -owned subsidiary of Univar, Inc. Please see Exhibit I for a detailed structure chart. The newly combined company intends to do business going forward from a marketing perspective as "Univar Solutions." That said, the Permit Holder, does not anticipate that the Transaction will affect day to day operations at its Charlotte facility and plant personnel overseeing compliance with the above listed permits/authorizations/licenses are expected to remain unchanged. Since there will be no changes in ownership of the Permit Holder and the Permit Holder will continue to own and operate the facility and hold the above listed permits/authorizations/licenses as a subsidiary of Univar, Inc., no permit transfers are believed to be needed as a result of the Transaction. However, as the merged companies begin to integrate their operations, permit modifications may be necessary to update certain information. As such events occur, Nexeo Solutions, LLC will continue to keep you advised. February 26, 2019 Page 2 If you have any questions or need additional information regarding the Transaction please contact me at charris@ncxcosolutions.com or at 281 297 5228. Sincerely, Christina Harris Manager Environmental Engineering Attachments NexeoSotutions.com I Connect. Exhibit I Transaction Structure Chart Overview of the Proposed Transaction: As part of the transaction (the "Transaction"), Pilates Merger Sub I Corp ("Merger Sub I"), a newly created Delaware corporation and wholly owned subsidiary of Univar Inc. (`Buyer'), intends to merge with and into Nexeo Solutions Inc. (the "Company"), with the Company surviving the initial merger (the "Initial Merger"). Immediately following the Initial Merger, the Company will merge with and into Pilates Merger Sub II LLC ("Merger Sub II"), a newly created Delaware limited liability company and wholly owned subsidiary of Buyer, with Merger Sub II surviving the subsequent merger (the "Subsequent Merger" and, together with the "Initial Merg_er," the "Meyers"). Nexeo Solutions Holdings, LLC ("Intermediate Holdings") is a subsidiary of the Company and will become a subsidiary of Merger Sub II and of Buyer after the consummation of the Mergers. Nexeo Solutions, LLC ("Permit Holder") is a subsidiary of Intermediate Holdings and will remain a subsidiary of Intermediate Holdings after the Transaction. The diagrams below illustrate the steps in the Transaction. W E I L:\96921964\2\65141.0003 N 31tj H ►s a� �. 0