NEXEO SOLUTIONS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-03-01: Form 8-K; Period of report 2019-03-01; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.02.
- 2019-02-27: Form 8-K; Period of report 2019-02-26; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2019-02-08: Form 8-K; Period of report 2019-02-08; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2019-02-06: Form 8-K; Period of report 2019-02-06; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-03-01 | 8-K | 2019-03-01 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.02 The information set forth in the introductory note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein. 2.01 As described in the introductory note, which is incorporated herein by reference, on February 28, 2019, pursuant to the terms and conditions of the previously announced Merger Agreement, the Mergers were completed. 3.01 As a result of the transactions described in Item 2.01 of this Current Report on Form 8-K, which are incorporated by reference herein, Nexeo requested that (i) the Nexeo Common Shares, which traded under the symbol “NXEO,” (ii) the Nexeo Warrants, which traded under the symbol “NXEOW,” (iii) and the Nexeo Units, which traded under the symbol “NXEOU,” cease to be traded on the Nasdaq Global Exchange (“Nasdaq”) as of prior to the opening of the market on March 1, 2019 and be delisted from Nasdaq. 3.03 Material Modification to rights of Security Holders. 5.01 Pursuant to the terms of the Merger Agreement, at the effective time of the Initial Merger, Nexeo became a wholly owned subsidiary of Univar and, accordingly, a change in control of Nexeo occurred. 5.02 At the effective time of the Subsequent Merger, all of the previous officers and directors of Nexeo ceased to serve as the officers and directors of Nexeo. 5.03 Pursuant to the terms of the Merger Agreement, at the effective time of the Subsequent Merger, the certificate of formation and the operating agreement of Merger Sub II, attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference, became the certificate of formation and operating agreement of the Surviving Company, which retains the name Pilates Merger Sub II LLC. 7.01 On March 1, 2019, Univar issued a press release announcing the consummation of the Mergers. | d641800d8k.htm |
| 2019-02-27 | 8-K | 2019-02-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 As previously disclosed, on September 17, 2018, Nexeo Solutions, Inc., a Delaware corporation (“Nexeo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Univar Inc., a Delaware corporation (“Univar”), Pilates Merger Sub I Corp, a Delaware corporation and direct wholly owned Subsidiary of Univar (“Merger Sub I”) and Pilates Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Univar (“Merger Sub II”). | d684469d8k.htm |
| 2019-02-08 | 8-K | 2019-02-08 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On February 8, 2019, Nexeo and Univar issued a joint press release announcing their entry into the Purchase Agreement. | d703772d8k.htm |
| 2019-02-06 | 8-K | 2019-02-06 | 2.02 Results of Operations and Financial Condition | 2.02 On February 6, 2019, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended December 31, 2018. | q12019earningsrelease8k.htm |
| 2019-02-05 | 8-K | 2019-01-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The Company held its Annual Meeting of Stockholders on January 29, 2019, at which the matters set forth below in response to Item 5.07(b) were submitted to a vote of the Company’s stockholders. | a19-4012_18k.htm |
| 2018-12-06 | 8-K | 2018-12-06 | 2.02 Results of Operations and Financial Condition | 2.02 On December 5, 2018, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended September 30, 2018. | q42018earningsrelease8k.htm |
| 2018-11-16 | 8-K | 2018-11-15 | 8.01 Other Events | 8.01 On November 16, 2018, Univar Inc. (“Univar”) and Nexeo Solutions, Inc. (“Nexeo”), issued a joint press release announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the previously-announced acquisition of Nexeo by Univar, expired on November 15, 2018. | d659767d8k.htm |
| 2018-09-18 | 8-K | 2018-09-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d620013d8k.htm |
| 2018-09-17 | 8-K | 2018-09-17 | 8.01 Other Events | 8.01 On September 17, 2018, Nexeo Solutions, Inc., a Delaware corporation ( “Nexeo”), issued a joint press release announcing the entry into a definitive agreement pursuant to which Univar Inc., a Delaware Corporation (“Univar”) will acquire Nexeo, on the terms and conditions contained therein. | d593316d8k.htm |
| 2018-08-06 | 8-K | 2018-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2018, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended June 30, 2018. | q32018earningsrelease8k.htm |
| 2018-05-09 | 8-K | 2018-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2018, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended March 31, 2018. | q22018earningsrelease8k.htm |
| 2018-02-14 | 8-K | 2018-02-14 | 7.01 Regulation FD Disclosure | 7.01 Senior management of Nexeo Solutions, Inc. (the "Company") will make certain investor presentations beginning on February 15, 2018. | a201802investorpres8k.htm |
| 2018-02-07 | 8-K | 2018-02-07 | 2.02 Results of Operations and Financial Condition | 2.02 On February 7, 2018, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended December 31, 2017. | q12018earningsrelease8k.htm |
| 2018-02-05 | 8-K | 2018-02-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a)The Company held its Annual Meeting of Stockholders on January 30, 2018, at which the matters set forth below in response to Item 5.07(b) were submitted to a vote of the Company’s stockholders. | a2018proxyresults8k.htm |
| 2017-12-19 | 8-K | 2017-12-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On December 19, 2017, Nexeo Solutions, Inc. (the “Company”) announced that Nexeo Solutions Holdings, LLC (“Holdings”), Nexeo Solutions, LLC (“Solutions”), Nexeo Solutions Sub Holding Corp. (“Sub Holding”) and certain subsidiaries of Solutions entered into a second amendment with Bank of America, N.A., as administrative agent and collateral agent (the “TLB Agent”), and the lenders party thereto (“TLB Amendment No. 2”), which amends that certain Credit Agreement, dated as of June 9 (as amended on March 22, 2017 by that certain Amendment No. 1, the “TLB Credit Agreement”, and as further amended by TLB Amendment No. 2, the “Amended TLB Credit Agreement”), by and among Holdings, Solutions, Sub Holding, the TLB Agent, and the lenders from time to time party thereto. 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. | a201712form8kdebtreprice.htm |
| 2017-12-06 | 8-K | 2017-12-06 | 2.02 Results of Operations and Financial Condition | 2.02 On December 6, 2017, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter and fiscal year ended September 30, 2017. | q42017earningsrelease8k.htm |
| 2017-11-07 | 8-K | 2017-11-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 2, 2017, Nadim Z. Qureshi and Robert J. Zatta tendered their resignations from the Board of Directors (the “Board”) of Nexeo Solutions, Inc. (the “Company”). | form8kbodchanges201711.htm |
| 2017-09-15 | 8-K | 2017-09-15 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On September 13, 2017, Nexeo Solutions, Inc. (the “Company”) entered into a Waiver and Consent Agreement (the “Waiver”) whereby it waived the limitation on the size of the Company’s Board of Directors (the “Board”) set forth in Section 3.2 of the Shareholders’ and Registration Rights Agreement, dated as of March 21, 2016, by and among Nexeo Holdco, LLC, WL Ross Sponsor LLC and the Company (as amended to date, the “Shareholders’ Agreement”). 5.02 On September 13, 2017, the Board increased its size to ten members and appointed Brian A. Selmo to the Board to fill the vacancy created by such increase. | form8kbodchanges201709.htm |
| 2017-08-08 | 8-K | 2017-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2017, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended June 30, 2017. | q32017earningsrelease.htm |
| 2017-06-13 | 8-K/A | 2017-06-13 | 9.01 Financial Statements and Exhibits | 9.01 The unaudited pro forma combined financial information as of and for the six months ended March 31, 2017, and for the Company’s fiscal year ended September 30, 2016 are filed as Exhibit 99.4 to this Amendment No. 1 and are incorporated herein by reference. | a8-kaxultrachemproformas.htm |
| 2017-05-09 | 8-K | 2017-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2017, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended March 31, 2017. | q22017earningsrelease.htm |
| 2017-05-05 | 8-K/A | 2017-05-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (d) Frequency of Stockholder Votes on Executive Compensation. | a20178-ksayonpayfreq.htm |
| 2017-04-03 | 8-K | 2017-04-03 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 2.01 On April 3, 2017, Nexeo Solutions, Inc., a Delaware corporation (the “Company”), through its wholly owned subsidiaries, completed the previously announced acquisition (the “Ultra Chem Acquisition”) of the equity interests of the Mexico City, Mexico based chemicals distribution business of Ultra Chem, S. de R.L. de C.V. and its related entities (collectively, “Ultra Chem”) from the Ultra Chem shareholders for approximately $58 million pursuant to that certain Stock Purchase Agreement, dated March 9, 2017 (the “Stock Purchase Agreement”). 7.01 On April 3, 2017, the Company announced the completion of the Ultra Chem Acquisition. | a20178-kultrachemclosing.htm |
| 2017-03-22 | 8-K | 2017-03-22 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On March 22, 2017, Nexeo Solutions, Inc. (the “Company”) announced that Nexeo Solutions Holdings, LLC (“Holdings”), Nexeo Solutions, LLC (“Solutions”), Nexeo Solutions Sub Holding Corp. (“Sub Holding”) and certain subsidiaries of Solutions entered into an amendment with Bank of America, N.A., as administrative agent and collateral agent (the “TLB Agent”), and the lenders party thereto (“TLB Amendment No. 1”), which amended the credit agreement, dated June 9, 2016, by and among Holdings, Solutions, Sub Holding, the TLB Agent, and the lenders from time to time party thereto (the “Term Loan Credit Agreement” and, the Term Loan Credit Agreement as amended by TLB Amendment No. 1, the “Amended Term Loan Credit Agreement”). 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. | a2017-038xkdebtrepricing.htm |
| 2017-03-09 | 8-K | 2017-03-09 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On March 9, 2017, Nexeo Solutions, Inc., a Delaware corporation (the “Company”), through its wholly owned subsidiaries, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) to acquire (the “Ultra Chem Acquisition”) the equity interests of the Mexico City, Mexico based chemicals distribution business of Ultra Chem, S. de R.L. de C.V. and its related entities (collectively, “Ultra Chem”) from the Ultra Chem shareholders (the “Shareholders”). 7.01 On March 9, 2017, the Company announced the Ultra Chem Acquisition. | a20178-kultrachem.htm |
| 2017-03-06 | 8-K | 2017-03-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 28, 2017, following his confirmation as the Secretary of Commerce of the United States, Mr. Wilbur L. Ross, Jr. resigned from the Board of Directors (the “Board”) of Nexeo Solutions, Inc. (the “Company”). | a8-k3617rossresignationzat.htm |
| 2017-03-01 | 8-K | 2017-03-01 | 7.01 Regulation FD Disclosure | 7.01 Senior management of Nexeo Solutions, Inc. (the "Company") will make certain investor presentations beginning on March 1, 2017, including a presentation at the Bank of America Merrill Lynch Global Agriculture & Chemical Conference. | a2017baml8-k.htm |
| 2017-02-08 | 8-K | 2017-02-08 | 2.02 Results of Operations and Financial Condition | 2.02 On February 8, 2017, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended December 31, 2016. | a2017q18k.htm |
| 2017-02-02 | 8-K | 2017-02-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On January 31, 2017, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Nexeo Solutions, Inc. (the “Company”) approved an adjustment to the base compensation and target bonus opportunity for Michael B. Farnell, Jr. as follows. 5.07 (a) The Company held its Annual Meeting of Stockholders on January 31, 2017, at which the matters set forth below in response to Item 5.07(b) were submitted to a vote of the Company’s stockholders. | form8-kannualmeeting.htm |
| 2016-12-07 | 8-K | 2016-12-07 | 2.02 Results of Operations and Financial Condition | 2.02 On December 7, 2016, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended September 30, 2016. | a2016q48k.htm |
| 2016-11-08 | 8-K | 2016-11-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 3, 2016, the Compensation Committee (the "Compensation Committee" ) of the Board of Nexeo Solutions, Inc.voted to adjust the base compensation and target bonus opportunity for certain executive officers, including certain of our named executive officers. | a20168kcompensationcommitt.htm |
| 2016-08-30 | 8-K | 2016-08-30 | 8.01 Other Events | 8.01 On June 9, 2016, WL Ross Holding Corp. (now known as Nexeo Solutions, Inc., the “Company”) completed its business combination with Nexeo Solutions Holdings, LLC (the “Business Combination”). | a16-17534_18k.htm |
| 2016-08-09 | 8-K | 2016-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2016, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended June 30, 2016. | a2016q38k.htm |
| 2016-06-15 | 8-K/A | 2016-06-09 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 5.01 To the extent required, the disclosure set forth under “Introductory Note” and in Item 2.01 of the Original Form 8-K is incorporated by reference herein. 5.02 On June 9, 2016, in connection with the Closing, the Company and Solutions entered into a new employment agreement with David A. Bradley (the “Employment Agreement”) providing that Mr. Bradley would serve as President and Chief Executive Officer of Solutions, Nexeo, and the Company. 5.03 The disclosure set forth in Item 3.03 of the Original Form 8-K is incorporated by reference herein. 5.06 As a result of the Business Combination, which fulfilled the definition of an initial business combination as required by WL Ross’ amended and restated certificate of incorporation, the Company ceased to be a shell company as of the Closing Date. | a16-13346_28ka.htm |
| 2016-06-15 | 8-K | 2016-06-09 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant | 1.01 Entry into a Material Definitive Agreement. 1.02 Effective as of the Closing, the parties to that certain Registration Rights Agreement (the “Prior RRA”), dated June 5, 2014, by and between WL Ross and WLRS, agreed to terminate the Prior RRA and their rights and obligations thereunder. 2.01 The disclosure set forth under “Introductory Note” above is incorporated into this Item 2.01 by reference. 2.02 Reference is made to the disclosure set forth under Items 2.01 and 9.01 of this Current Report on Form 8-K concerning financial information of Nexeo, which is incorporated by reference herein. 2.03 The information set forth under “New ABL Credit Agreement” and “New Term Loan Credit Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.02 The description of the Stock Consideration under Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein. 3.03 On June 9, 2016, the Company filed a Second Amended and Restated Certificate of Incorporation (the “A&R Certificate”) of the Company with the Secretary of State of the State of Delaware. 4.01 In connection with the Closing, the Company engaged PricewaterhouseCoopers, LLC (“PwC”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements. | a16-13346_18k.htm |
| 2016-06-09 | 8-K | 2016-06-09 | 8.01 Other Events | 8.01 On June 9, 2016, WL Ross Holding Corp. (now known as Nexeo Solutions, Inc., the “Company”) issued a press release announcing the completion of its business combination with Nexeo Solutions Holdings, LLC. | a16-13159_18k.htm |
| 2016-06-08 | 8-K | 2016-06-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.02 On June 8, 2016, WL Ross Holding Corp. (the “Company”) held a special meeting of stockholders at the offices of the Company, located at 1166 Avenue of the Americas, New York, NY 10036 (the “Special Meeting”). 5.07 Present at the Special Meeting on June 8, 2016 were holders of 50,752,885 shares of the Company’s common stock (“Common Stock”) in person or by proxy, representing 81.16% of the voting power of the shares of the Common Stock as of May 5, 2016, the record date for the Special Meeting, and constituting a quorum for the transaction of business. 8.01 On June 8, 2016, the Company issued a press release announcing the results of the Special Meeting. | v442006_8k.htm |
| 2016-06-07 | 8-K | 2016-06-06 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 On June 6, 2016, WL Ross Holding Corp. (the “Company”) entered into a commitment agreement (the “FPA Commitment Agreement”) with WL Ross Sponsor LLC (“WLRS”) and First Pacific Advisors, LLC, on behalf of certain clients (“FPA”) pursuant to which FPA has agreed not to redeem 2,094,727 public shares of common stock of the Company (“Common Stock”) currently owned by FPA in connection with the closing of the proposed business combination between the Company and Nexeo Solutions Holdings, LLC (“Nexeo”) pursuant to the Agreement and Plan of Merger, dated as of March 21, 2016, (the “Business Combination” and such agreement the “Merger Agreement”). 3.02 The disclosures set forth under the headings “WLRS Subscription Agreement” in Item 1.01 and “Agreements for the Subscription of Shares in Lieu of Advisor Fees” in Item 8.01 of this Current Report on Form 8-K are incorporated by reference herein. 8.01 On June 7, 2016, the Company issued a press release announcing the transactions otherwise described in this 8-K. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated in its entirety herein by reference. | v441904_8k.htm |
| 2016-05-24 | 8-K | 2016-05-23 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 On May 23, 2016, WL Ross Holding Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with WL Ross Sponsor LLC (“WLRS”) and First Pacific Advisors, LLC, on behalf of certain clients (“FPA”) pursuant to which FPA has agreed to purchase 18.26 million shares of the Company’s common stock on a private placement basis (the “PIPE Shares”) in connection with the proposed business combination between the Company and Nexeo Solutions Holdings, LLC pursuant to the Agreement and Plan of Merger, dated as of March 21, 2016, (the “Business Combination”). 3.02 The disclosure set forth above under the heading “Subscription Agreements” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. 8.01 On May 24, 2016, the Company issued a press release announcing the execution of Subscription Agreement. | v440774_8k.htm |
| 2016-05-11 | 8-K | 2016-05-11 | 8.01 Other Events | 8.01 On May 11, 2016, WL Ross Holding Corp., a Delaware corporation (the “Company”), issued a press release announcing several developments regarding its proposed merger with Nexeo Solutions Holdings, LLC. | v439522_8k.htm |
| 2016-04-05 | 8-K | 2016-03-31 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 On March 31, 2016, the Company issued the Note to the Sponsor that provides for the Sponsor to advance to the Company up to $750,000. | v436145_8k.htm |
| 2016-03-22 | 8-K | 2016-03-21 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On March 21, 2016, WL Ross Holding Corp. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Neon Acquisition Company LLC, a wholly-owned subsidiary of the Company (“Blocker Merger Sub”), Neon Holding Company LLC, a wholly-owned subsidiary of Blocker Merger Sub (“Company Merger Sub”), Nexeo Solutions Holdings, LLC (“Nexeo”), TPG Accolade Delaware, L.P. (“Blocker”), and Nexeo Holdco, LLC, a wholly-owned subsidiary of Nexeo (“New Holdco”). 3.02 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein. | v434869_8k.htm |
| 2016-03-21 | 8-K | 2016-03-21 | 8.01 Other Events | 8.01 On March 21, 2016, WL Ross Holding Corp., a Delaware corporation (the “Company”), issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Neon Acquisition Company LLC, a wholly-owned subsidiary of the Company (“Blocker Merger Sub”), Neon Holding Company LLC, a wholly-owned subsidiary of Blocker Merger Sub, Nexeo Solutions Holdings, LLC (“Nexeo Solutions”), TPG Accolade Delaware, LP, and Nexeo Holdco, LLC, a wholly-owned subsidiary of Nexeo Solutions, pursuant to which the Company agreed to acquire Nexeo Solutions. | v434829_8k.htm |
| 2016-02-12 | 8-K | 2016-02-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On February 11, 2016, WL Ross Holding Corp. (the “Company”) held its 2015 annual meeting of stockholders at the offices of the Company, located at 1166 Avenue of the Americas, New York, NY 10036 (the “Annual Meeting”). | v431466_8k.htm |
| 2016-01-07 | 8-K | 2016-01-04 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On January 4, 2016, WL Ross Holding Corp. (the “Company”) received a letter from the staff of the Listings Qualifications Department of The Nasdaq Stock Market LLC (the “Nasdaq Staff”) stating that the Nasdaq Staff has determined to initiate procedures to delist the Company’s securities from The Nasdaq Stock Market (“Nasdaq”) because the Company failed to hold an annual meeting of stockholders by December 31, 2015. | v428504_8k.htm |
| 2015-08-19 | 8-K | 2015-08-13 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.01 On August 13, 2015, Robert S. Miller notified the Board of Directors (the “Board”) of WL Ross Holding Corp. (the “Company”) of his resignation from the Board and its Audit and Compensation Committees. 5.02 The information regarding Mr. Miller’s resignation contained in Item 3.01 is incorporated herein by reference. | v418589_8k.htm |
| 2014-10-29 | 8-K/A | 2014-07-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 23, 2014, WL Ross Holding Corp. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) disclosing that the Board of Directors (the “Board”) of the Company had elected Robert S. Miller to serve as a director of the Company, effective July 8, 2014. | v392449_8ka.htm |
| 2014-08-04 | 8-K | 2014-08-04 | 8.01 Other Events | 8.01 On August 4, 2014, WL Ross Holding Corp. (the “Company”) announced that the holders of the Company's units (the “Units”) may elect to separately trade the common stock and warrants included in the Units commencing on August 5, 2014. | v385654_8-k.htm |
| 2014-07-23 | 8-K | 2014-07-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 8, 2014, the Board of Directors (the “Board”) of WL Ross Holding Corp. (the “Company”) elected Robert S. Miller, Chairman of American International Group. | v384473_8k.htm |
| 2014-06-16 | 8-K | 2014-06-11 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On June 11, 2014, the Company consummated its IPO of 50,025,000 units (the “Public Units”) of the Company, whereby each such unit (“Unit”) consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one warrant of the Company (“Warrant”) to purchase one-half of a share of Common Stock at an exercise price of $5.75 per half share of Common Stock, including 6,525,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. | v381400_8k.htm |