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.
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