DEFA14A 1 v436788_defa14a.htm DEFA14A

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A

(Rule 14A-101)

 

Proxy Statement Pursuant to Section 14(a) of the
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WL Ross Holding Corp.

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1 Investor Presentation April 2016

 

 

2 Disclaimer This Investor Presentation (the "Investor Presentation"), which is to be used by the WL Ross Holding Corp . ("WLRH") in making presentations to certain of its stockholders and other persons with respect to the transactions contemplated by the merger agreement previously announced on March 21 , supersedes the investor presentation provided on March 23 . This Investor Presentation is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of Nexeo Solutions Holdings, LLC (“Nexeo” or the “Company”) or WLRH or any of Nexeo’s or WLRH’s affiliates’ securities (as such term is defined under the U . S . Federal Securities Laws) . This Investor Presentation has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination of Nexeo and WLRH and for no other purpose . The information contained herein does not purport to be all - inclusive . The data contained herein is derived from various internal and external sources . No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections, modelling or back - testing or any other information contained herein . All levels, prices and spreads are historical and do not represent current market levels . prices or spreads, some or all of which may have changed since the issuance of this document . Any data on past performance, modeling or back - testing contained herein is no indication as to future performance . Nexeo and WLRH assume no obligation to update the information in this Investor Presentation . Forward - Looking Statements This Investor Presentation includes financial forecasts, projections, and other forward - looking statements regarding Nexeo, its business and prospects that, unless otherwise indicated, were provided by Nexeo to WLRH and are within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “intends”, “plan”, “outlook”, “target”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, including statements about our beliefs and expectations and the financial and other projections contained herein and about targets available to pursue selective accretive M&A . Such forward - looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of WLRH, Nexeo and the combined company after completion of the proposed business combination are based on current expectations that are subject to risks and uncertainties . Accordingly, actual results and performance may materially differ from results or performance expressed or implied by the forward - looking statements . These factors include, but are not limited to : ( 1 ) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger for the business combination (the “Merger Agreement”) ; ( 2 ) the outcome of any legal proceedings that may be instituted against WLRH, the combined company or others following announcement of the Merger Agreement and transactions contemplated therein ; ( 3 ) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of WLRH, inability to complete the transactions prior to or to extend the date by which WLRHis required to liquidate pursuant to its charter, or other conditions to closing in the Merger Agreement ; ( 4 ) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein ; ( 5 ) the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to grow and manage growth profitability, maintain relationships with suppliers and obtain adequate supply of products and retain its key employees ; ( 6 ) costs related to the proposed business combination ; ( 7 ) changes in applicable laws or regulations ; ( 8 ) the possibility that the combined company may be adversely affected by other economic, business, competitive factors, weather and/or commodity prices ; and ( 9 ) other risks and uncertainties in the preliminary proxy statement filed by WLRH with the Securities and Exchange Commission (the “SEC ”) on March 31 , 2016 concerning the proposed business combination, including those under “Risk Factors” therein, and other filings with the SEC by WLRH or the Company . You are cautioned not to place undue reliance upon any forward - looking statements, which speak only as of the date made , and WLRH and Nexeo undertake no obligation to update or revise the forward - looking statements, whether as a result of new information, future events or otherwise . Financial Presentation This presentation includes non - GAAP financial measures, including Adjusted EBITDA , Gross Margin, Gross Profit, Cumulative Free Cash Flow, Conversion Ratio, Cash Conversion, Capex and Working Capital . Non - GAAP financial measures should not be considered as alternatives to generally accepted accounting principles in the United States of America (“GAAP”), measures such as net income, operating income, net cash flows provided by operating activities or any other GAAP measure of liquidity or financial performance . Adjusted EBITDA is calculated as net income (loss) before interest expense, provision for income taxes, depreciation, amortization and items that we do not consider representative of our ongoing operating performance . A reconciliation of net income (loss) to Adjusted EBITDA for Fiscal 2012 through 2015 is set forth in the Appendix on pages 35 – 38 . Nexeo believes that these non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Nexeo’s financial condition and results of operations . Nexeo’s management uses these non - GAAP measures to compare Nexeo’s performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning purposes . These measures are used in monthly financial reports prepared for management and Nexeo’s board of directors . Nexeo believes that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Nexeo’s financial measure with other similar companies, many of which present similar non - GAAP financial measures to investors . Management of Nexeo does not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP . The principal limitation of these non - GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Nexeo’s financial statements . In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non - GAAP financial measures . In order to compensate for these limitations, management presents non - GAAP financial measures in connection with GAAP results . You should review Nexeo’s audited financial statements, which are included in the preliminary proxy statement filed by WLRH with the SEC on March 31 , 2016 , and not rely on any single financial measure to evaluate Nexeo’s business . The delivery of this Investor Presentation does not at any time imply that there has been no change in the operations, financial condition, prospects, creditworthiness and status or affairs of WLRH or Nexeo since the date shown on this document . WLRH and Nexeo do not accept any liability whatsoever for any losses arising from the use of this document or reliance on the information contained herein . Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice . Additional Information In connection with the proposed business combination between Nexeo and WLRH, WLRH has filed a preliminary proxy statement wit h t he SEC on March 31, 2016, and will mail a definitive proxy statement and other relevant documents to its stockholders when they become available. This presentation does not contain all the information that should be considered concerning the proposed business combination . I t is not intended to form the basis of any investment decision or any other decision in respect of the proposed business comb ina tion. WLRH stockholders and other interested persons are advised to read the preliminary proxy statement and any amendment thereto and, once available, t he definitive proxy statement in connection with WLRH’s solicitation of proxies for the special meeting to be held to approve th e t ransactions contemplated by the proposed business combination because these materials will contain important information about Nexeo, WLR H a nd the proposed transactions. Stockholders may obtain a copy of the preliminary proxy statement and definitive proxy statement, once available, without charge, at the SEC’s website at http://sec.gov or by directing a request to: WL Ross Holding Corp., c /o WL Ross & Co. LLC, 1166 Avenue of the Americas, 25th Floor, New York, New York 10036, e - mail: WLRHolding@wlross.com, Attn: Tony Reina (Legal Department). This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination . Participants in the Solicitation WLRH, Nexeo, and their respective directors and officers may be deemed participants in the solicitation of proxies to WLRH's stockholders with respect to the transactions contemplated by the proposed business combination . Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of WLRH’s and Nexeo’s respective executive officers and directors in the solicitation by reading the preliminary proxy statement in connection with the mergers which was filed by the Company on March 31 , 2016 . Information concerning the interests of WLRH’s and Nexeo’s participants in the solicitation, which may, in some cases, be different than those WLRH’s and Nexeo’s stockholders generally, is set forth in the preliminary proxy statement relating to the mergers .

 

 

3 Chairman of the Board 50+ Years ▪ Chief Strategy Officer and Chairman of WL Ross & Co. LLC and member of the Investment Committee ▪ Previously served as Executive Managing Director of Rothschild Inc. ▪ Mr. Ross holds an M.B.A. with distinction from Harvard University and an A.B. from Yale University President & Chief Executive Officer, Nexeo 24 Years ▪ CEO and Director of Nexeo Solutions since 2011 ▪ Previously served as COO of Kraton Performance Polymers ▪ Previous leadership experience at GE Plastics ▪ B.S. degree in Chemical Engineering from the University of Louisville Chief Financial Officer, Nexeo 30 Years ▪ CFO and Executive VP of Nexeo Solutions since 2011 ▪ Previously served as CFO for Belkin International ▪ B.S. and M.B.A. in Finance from Arizona State University Presenters David Bradley Ross Crane Wilbur L. Ross Jr. Professional Experience Background Title

 

 

4 WL Ross Investment Thesis ▪ Global private equity firm with world - renowned management team and proven track record of investment excellence ▪ 70+ years of investing and restructuring advisory experience ▪ Expertise undertaking complex transactions and providing flexible, long - term capital solutions, distinguishing WL Ross & Co. from other financial buyers ▪ WL Ross & Co. has restructured and consolidated the steel, coal and financial services industries – Bought LTV's integrated steel operations for ~$325 million to form International Steel Group, creating America’s largest and lowest cost steel maker (~30% of U.S. production) – Formed International Coal Group to consolidate certain sector assets – Created second largest independent non - prime mortgage servicing company, Homeward Residential, through series of selective strategic acquisitions – Through a series of roll - up acquisitions, evolved Talmer Bancorp from less than $100 million of assets in 2009 to over $6.4 billion in assets as of June 2015 Value - Oriented Investment Philosophy Applicable in Variety of Market Conditions Overview Extensive Experience Using Platform Investments to Drive Industry Consolidation Why Nexeo? Ideal Consolidation Platform Attractive Entry Point Potential Productivity and Margin Enhancements Proven Management Team Attractive Industry Growth Characteristics

 

 

5 Nexeo Overview

 

 

6 Nexeo – A Leading Global Distributor of Chemicals and Plastics ▪ Chemicals distribution is focused in North America and Asia – #3 Chemicals distributor in North America and #4 Globally ▪ #1 North American Plastics distributor; a leader in Europe and Asia ▪ Differentiated platform with sales across a diverse range of end - markets ▪ Entrenched with a diverse base of customers and a global network of suppliers ▪ Over the past 3 years , Nexeo’s management team has meaningfully increased Adj. EBITDA by 45% Business Highlights (a) FY15 Revenue by End Market (c) FY2015A Revenue: $3,949 million FY2015A Adjusted EBITDA (b) : $177 million # Products: ~23,000 # Customers: 27,500+ # Suppliers: 1,300+ Employees: ~2,450 Sales Professionals: ~500 Locations: ~170 Headquarters: The Woodlands, Texas Source: Company management, ICIS Top 100 Report, July 2015. (a) Financials represent fiscal year ended September 30 th , 2015 . (b) Adjusted EBITDA from continuing operations – please see appendix for non - GAAP reconciliations ; not pro forma for cost savings actions taken in FY2015. (c) IM represents Industrial Markets; CASE represents Coatings, Adhesives, Sealants and Elastomers . FY15 Revenue by Geography North America, 83% EMEA, 12% Asia, 5% IM - Central 7% IM - East 7% IM - National 8% IM - West 6% Automotive 10% Packaging 6% CASE 6% Medical & Pharma 5% Chem Mnfg. 5% Energy 4% Personal Care 4% Other Industrial 4% Electrical & Electronics 3% Environmental 3% Sport & Leisure 2% Compounding 2% Building & Construction 2% Appliances 2% Agriculture 1% Other 14%

 

 

7 Customers: One - to - Many 27,500+ Customers Suppliers: Many - to - One 1,300+ Suppliers Mission Critical Service Provider Connecting Diffuse Base of Suppliers and Customers Value Proposition to Suppliers ▪ Efficiency gains (distributors focus on “less than bulk” business) ▪ Broaden customer reach and geography ▪ Demand forecasting ▪ Improve overall cost of capital Value Proposition to Customers ▪ “One - stop shop” ▪ Short lead times ▪ Technical product knowledge ▪ Value added services Source: Company management.

 

 

8 Strong Market Positions across Both Core Businesses Source: Company management. Note: Financials represent fiscal year ended September 30th, 2015 ; our other segment, which is primarily Environmental Services, represents 3% of revenues. Market Position ▪ #3 in North America ▪ #4 Globally ▪ #1 in North America ▪ Leading EMEA position Suppliers ▪ Deep supplier base of 1,300+ suppliers from which the Company offers ~23,000 products ▪ Average length of top 10 supplier relationship of 20+ years Chemicals Distribution (50%) FY2015 Segment Sales: $1,956 million Plastics Distribution (47%) FY2015 Segment Sales: $ 1,876 million Customers Segment ▪ Largest distributor of plastics in the U.S., supplying nearly every grade of prime thermoplastic resin ▪ Leading, broad - line, North American distributor of chemicals, solvents and additives to a diverse range of end markets Key Products ▪ Alcohols ▪ Blends ▪ Ethers ▪ Silicones ▪ Resins ▪ Surfactants ▪ Engineered Thermoplastics ▪ Polyolefins ▪ Polypropylene ▪ Glycols ▪ Hydrocarbons ▪ Ketones ▪ Specialty Thermoplastics ▪ Styrenics Key End Markets ▪ Coating, Adhesives, Sealants, Elastomers (CASE) ▪ Household , Industrial and Institutional (HI&I) ▪ Lubricants & Chemical Manufacturing ▪ Personal Care ▪ Healthcare ▪ Automotive ▪ Industrial ▪ Packaging ▪ Building and Construction ▪ Electrical ▪ Highly diversified customer base serving 27,500+ customers from ~170 locations across 80+ countries ▪ Nexeo’s customer - centric model results in strong, long - term relationships ▪ Average length of top 10 customer relationship of 20+ years Robust Foundation for Continued Growth Across All Segments

 

 

9 Operations - Intensive Enhancements Since Carve - Out… Source: Company management. Completion of operations intensive carve - out paves the way for focus on optimization Significant strides made towards driving operational improvements with opportunities for further enhancement Focus on driving organic and acquisitive growth “Orphan Business” ▪ Built Fully Functional Independent Organization ▪ Heavily Invested in Safety and Service Capabilities ▪ Actively Transformed Talent Base ▪ Pursued Growth, Both Organically And Through Acquisitions ▪ Created Scalable Centralized Data System and Platform Capability ▪ Strengthened Sales and Marketing Organization ▪ Focused on Value - Added Services ▪ Line - Card Expansion and Service Capabilities ▪ Optimize Fleet Utilization and Reduce Warehouse & Delivery Costs Acquires Archway, a specialty chemical distributor Sells North American composites operations to Composites One Acquires remaining stake in Plaschem JV Finalizes JV with Beijing Plaschem Trading Co (60% ownership) Nexeo is formed through TPG’s acquisition of Ashland Distribution Acquires Chemical Specialists and Development 2011 2012 2013 2014 2015 Management has Transformed Ashland’s Orphan Distribution Business into a Global Leader

 

 

10 …Have Resulted in Consistent and Proven Growth Source: Company management. (a) Gross profit defined as sales – cost of sales and operating expenses (including Warehouse & Delivery costs). (b) Adjusted EBITDA from continuing operations – please see appendix for non - GAAP reconciliations; not pro forma for cost saving s actions taken in FY2015. Adjusted EBITDA margin defined as Adjusted EBITDA / total sales. Consistent Initiative - Driven Growth and Margin Expansion $307 $330 $344 $358 $375 $402 $405 $408 $411 2Q12A 4Q12A 2Q13A 4Q13A 2Q14A 4Q14A 2Q15A 4Q15A 1Q16A ($ in millions) 34% Growth LTM Rolling Gross Profit (a) Strong Adj. EBITDA and Adj. EBITDA Margin Trajectory (b) ($ in millions) $122 $150 $152 $177 $184 3.3% 3.7% 3.4% 4.5% 4.9% 2012A 2013A 2014A 2015A LTM 12/31/15 Adj. EBITDA % EBITDA Margin

 

 

11 Investment Highlights

 

 

12 Investment Highlights Leading Position in the Attractive Distribution Market 1 Value - Add Business Model with Actionable Upside Opportunities 2 Well - Invested Infrastructure Driving Operating Leverage 3 Resilient Business that Remains a Strong Performer Throughout Market Cycles 5 Attractive Valuation and Growth Characteristics Relative to Public Comparables 7 Asset - Lite Business Model with Robust and Consistent Cash Generation 4 Experienced Management Team with Premier Sponsorship 6

 

 

13 90+% 85+% 35% 25% 10% US Roofing Materials Drug / Pharmaceutical US All Steel Specialty Electronics Chemicals Leading Position in the Attractive Distribution Market Leading Player in Fragmented and Consolidating Market with Only Handful of Global Players Chemicals Segment 24% 21% 19% 20% 10% 9% Source: Company management, BCG Report (July 2013), American Chemistry Council (December 2015), Wall Street Research. Top 3 as % of Market: 39% Top 3 as % of Market: 64% Plastics Segment 2013 – 2018 CAGR 1 2% 3% 6% US GDP Global Chemical Production Third Party Chemical Distribution Third - Party Chemical Distribution Market Growing Faster Than Broader Chemical Market and GDP North American Distribution Market Share % of Sales Through Third - Party Distributors Chemicals Distribution Underpenetrated Relative to Other Industries

 

 

14 Single Solution Provider for All Supplier Requirements Yielding Supply Chain and Transportation Savings Compelling Suite of Value - Added Services Driving Growth in Excess of Market 2 Source: Company management. Nexeo Differentiated Services Transport & Logistics Warehouse Services Supply Chain Consulting Integrated Solutions Production Services Waste Disposal Integrated & Well - Invested IT Demand Forecasting ▪ Increase supplier share and reach ▪ Supply chain rationalization Technical services Custom blending Packaging / re - packaging Environmental services Basic Distribution Services ▪ Supplier cost out and Nexeo cost leverage ▪ Unique link to suppliers

 

 

15 Multiple Avenues for Supplier Penetration and Customer Expansion Existing Source: Company management 2 Robust Pipeline of Organic Growth Opportunities New ▪ Leverage cross - selling opportunities across lines of business ▪ Expand reach into small customers through Inside Sales ▪ Leverage small packaging capability to gain share of wallet Customer ▪ Adjacent end - markets such as Pharma , Food and Beverage, Nutraceutical ▪ Geographic expansion to capitalize on existing footprint and infrastructure; e.g. Mexico, South America and Southeast Asia ▪ Increase share of wallet by gaining authorization for new products and markets ▪ Selling our supply chain as a service to eliminate redundancies and reduce costs − Feasibility study complete: pilot planning underway with key supplier ▪ Growth via supplier turnover in NAFTA from key suppliers Supplier ▪ New supplier and product authorization in existing end markets ▪ Signed 3 year 110 million pound growth plan with key plastics supplier ▪ Develop new accounts and new applications

 

 

16 Nexeo Continues to Offer Compelling Services and Create Value For Its Partners ▪ Partner’s direct business supply chain model has inefficiencies − Outdated and costly for partners Supplier Challenge ▪ New Nexeo revenue stream and improved access to Partner’s products ▪ Shared beneficial economics – $1 - $4 million of potential uplift from each product in broad portfolio ▪ Utilizing Nexeo’s assets to drive ~20 - 30% distribution costs savings − 5x distribution nodes − 2x rail usage; 50 - 75% truck mileage decrease Nexeo Solution ▪ Fully - integrate Nexeo and Partner’s systems to leverage Nexeo’s platform − Nexeo only industry participant that can offer holistic solution Diversified Multinational Producer Global Specialty Producer Supplier Geographic Penetration Supplier Challenge Nexeo Solution Supplier Challenge Nexeo Solution Acceleration of Mutually Beneficial Supplier Relationships Driving Growth and Market Access ▪ Limited product portfolio for a specific end market ▪ Lack of scale ▪ Limited critical mass and sales reach into geographic territory ▪ Unable to serve tail customers efficiently ▪ Utilizing Nexeo’s national sales footprint provided stable business transition and increased customer base − Transition year performance 5% volume growth; 14% margin growth − Customer base increased ~50% ▪ Nexeo acquires new customer base and specialty nature of new product line pulls through 20+ existing specialty products at legacy accounts ▪ Expansive seller coverage with strong customer relationships ▪ Ability to serve small to mid - sized OEM’s and provide specification/technical services ▪ Ability to leverage full line - card ▪ Expanded line card offering to existing customers focused on ETP’s ▪ Grew turnover over 25% in the past year 2

 

 

17 Other 14 25 16 14 1 22 18 9 19 30 16 Other Broad Set of Targets Available to Pursue Selective Accretive M&A Highly Fragmented Chemical Distribution Market Poised for Consolidation Nexeo Acquisition Criteria ▪ Successful distributors and service providers that can be easily integrated, offering synergies and attractive value creation – Achievability of cost and market synergies – Increased geographic reach and penetration – Enhanced product offering, technical expertise and value - added services ▪ Cash flow accretive in short - term Source: Company management. BCG market report (July 2013). Robust Pipeline M&A Track Record 2 Top 3 Distributors 13% Global Top 3 Distributors 39% North America Market Size: ~$180bn Market Size: ~$33bn Current Pipeline Breakdown By Revenue Size High Priority Targets Medium Priority Targets Near - Term Discussions Bank Sourced Targets Not Interested / Declined Total: 92 Greater Than $300 $50 - $99 $10 - $49 $100 - $299 Less Than $10 Total: 92 Significant Impact and Value Creation Upside from M&A Unknown Company Year Description 2012 (a) ▪ Scalable China based platform serving chemical and plastics suppliers and customers 2013 ▪ Commodity and value added service focused 2014 ▪ Leading specialty chemical distribution company serving the U.S. Market (a) Formed a JV., which Nexeo owned 60% in 2012 and acquired the remaining stake in 2014. ($ in millions)

 

 

18 Well - Invested Infrastructure Driving Operating Leverage Source: Company management 3 Fundamental Capabilities Now in Place Full - Utilization of Excess Capacity will Provide Significant Incremental Margin Expansion Global Supply & Services ~$40 million one - time capital expenditures in ‘14 - ’15 related to fixed asset additions ▪ Fleet investments and optimizations ▪ Began rationalizing facilities footprint Right - sized SG&A structure ▪ Significantly reduced costly outsourced providers ▪ Improved service index from 42% in 2011 to best - in - class 87% Lower Warehouse & Delivery costs with enhanced efficiency Scalable Centralized Data ~$10 million one - time IT improvement capital expenditures in ‘14 - ’15 ▪ Created centralized data system and platform capability ▪ Invested in SAP and other systems to increase transparency and build credibility with suppliers Systems in - place to support growth plan Safety & Compliance Significant time and resources committed to meeting and exceeding industry’s highest safety standards ▪ Focused on behavioral systems / training ▪ Demonstrated strong improvements in safety and compliance Recordable OSHA rate now well below industry average Industry Leading Talent Experienced team with profitable growth plan in place Heavily invested in personnel including strong and proven management team ▪ 70% of current senior management hired since carve - out ▪ Upgraded talent in ~2,000 positions ▪ $150m+ invested over the last 5 years related to fixed asset replacements, facility improvements, vehicles additions and IT infrastructure improvements ▪ Solid foundation in place and well - maintained infrastructure with capacity to support significant growth and scale

 

 

19 Nexeo locations Headquarters Americas EMEA Asia ▪ # Facilities: ▪ Bulk Storage Tanks: ▪ Fleet Tractors: ▪ Blending Hubs: 53 + 76 (3PL) 1,142 373 39 ▪ Focus: ▪ # Facilities: ▪ # Sale Offices: ▪ Focus: ▪ # Facilities: ▪ # Sale Offices: ▪ Distribution is a local business – strategically placed facilities optimize route density x Next day service available to 99% of customers x 99% on - time delivery on Nexeo’s private fleet x “Green” private fleet - $30 million recent investment in new trucks − 202 new Nexeo trucks in CY2015 Source: Company management. Note: Data as of 9/30/2015. 3PL = Third party logistics. Exceptional Footprint and Distribution Network Facilitates an Effective National Reach with Local Presence 3 Ability to Increase Volumes 50 - 100% with Minimal Incremental Spend Chemicals / Plastics 22 (3PL) 8 Plastics 21 (3PL) 8

 

 

20 Additional 50bps Adj. EBITDA Margin (a) Enhancement Possible through Cost Optimization Continuous Cost Optimization Programs 3 Source: Company management. (a) Adjusted EBITDA margin defined as Adjusted EBITDA / total sales. Programs Underway Transportation Productivity ~$2m of estimated annual savings ▪ Common carrier and fleet management optimization Warehouse & Delivery Efficiency ~$10 – 12m of estimated annual savings ▪ Procurement savings ▪ Inventory management Quality Control Systems ~$2 – 4m of estimated annual savings ▪ Redesign quality management system process SG&A ~$1 – 6m of estimated annual savings ▪ Salesforce optimization ▪ Back office and operational productivity ▪ Significant investments to reduce supply chain costs and enhance efficiency since 2012 − Reduced its potential run - rate Warehouse & Delivery costs per pound through initiatives that have already been implemented ▪ Identified and implemented several cost out actions to improve SG&A productivity Company has developed culture and discipline around cost optimization programs with yearly improvements Proven Track Record of Cost Implementation

 

 

21 Asset - Lite Business Model with Robust and Consistent Cash Generation Source: Company information. (a) Net of proceeds from asset disposals. (b) Defined as Adj. EBITDA – CapEx net of proceeds from asset disposals. $14 $47 $75 $100 $125 $161 $185 $215 $232 $257 $290 $318 $340 $367 $415 $463 $500 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 ($ millions) $14.4 $32.4 $28.1 $25.5 $ 24.1 $36.6 $23.6 $30.3 $ 17.2 $25.1 $32.8 $ 27.7 $22.1 $27.5 $47.5 $ 47.9 $36.9 Quarterly FCF (b) FY 2012 FY 2013 FY 2014 FY 2015 FY ‘16 ▪ $145m of free cash flow in FY 2015; $29m quarterly average since FQ1 2012 Strong Performance and Cash Generation Throughout the Cycle 4 Capital Expenditures (a) as % of Sales Cumulative Free Cash Flow (b) 0.7% 0.7% 0.6% 0.4% 0.2% 0.6% 1.4% 1.2% 0.9% 1.5% 0.9% 1.1% 1.0% 0.8% 0.7% 0.7% 0.3% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 FY 2012 FY 2013 FY 2014 FY 2015 FY ‘16

 

 

22 Nexeo Quarterly Unit Gross Margin ($ per lb) Oil Price ($ per bbl) Stable Margins Over Time Resilient Business that Remains a Strong Performer Throughout Market Cycles 5 ▪ Less earnings volatility than producers ▪ Pass - through pricing discipline and technology allow spread management in any market cycle ▪ Inflationary trend potentially benefits inventory effect Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 (a) Source: Company management, Bloomberg. (a) Reflects unit gross margin per pound, where gross margin is defined as gross profit plus W&D (Warehouse & Delivery) expenses . Nexeo has presented gross margin herein for the purpose of illustrative comparison versus its chemical distribution peers. Gross margin is different than gross profit, which has historically been presented by Nexeo . For a reconciliation of gross margin to gross profit, please see page 37. (b) Oil price indexed to Nexeo quarterly unit gross margin. (b)

 

 

23 President & Chief Executive Officer 24 Years 5 Years Chief Financial Officer 30 Years 5 Years SVP, Plastics 30 Years 4 Years SVP, Strategic Growth 15 Years 3 Years SVP, Supply Chain & Envi. Services 20 Years 2 Years Chief Legal Officer 18 Years 5 Years Chief Information Officer 33 Years 5 Years Chief HR Officer 20 Years 5 Years Experienced Management Team… David Bradley Ross Crane Shawn Williams Professional Experience Title Alberto Machado Ron LaBusch David Chapman Lisa Britt Michael Farnell 22+ Years Average Industry Experience Background Years at Nexeo 6 GE Silicone GE Silicone

 

 

24 …With Premier Sponsorship ▪ Global private equity firm with world - renowned management team and proven track record of investment excellence ▪ Value - oriented investment philosophy applicable in variety of market cycles ▪ Access to robust and consistent deal flow through differentiated origination network developed through senior management’s 70+ years of private equity and restructuring advisory experience ▪ Expertise undertaking complex transactions and providing flexible, long - term capital solutions, distinguishing us from other financial buyers ▪ Extensive experience creating platform investments and often consolidating meaningful portions of large industries ▪ Strong alignment of interests Representative expertise: ▪ TPG is a leading global private investment firm with over $74 billion of assets under management spanning multiple asset classes, including private equity, growth equity, credit, and real estate ▪ Premier sponsor with a leading track record as an investor with deep sector specialization and a long - term partnership approach ▪ Demonstrated ability to work closely with management teams to drive change and innovation, helping companies reach their full potential ▪ Global team of dedicated operations partners to target specific business challenges and implement value creation plans 6 Strong Track Record of Outsized Returns Representative expertise:

 

 

 

 

 

 

26 Favorable Growth vs. Peers ’16E TEV / Adj. EBITDA Adj. EBITDA Growth ’15A Conversion Ratio (c) Industrial Distribution Median (a) Attractive Valuation and Growth Characteristics Relative to Public Comparables 7 Source: Company management. Note: Market data as of 4/4/2016. Nexeo ’16E TEV / Adjusted EBITDA based on CY2016E. See page 32 for Nexeo TEV calculation. (a) Industrial distribution companies include Anixter, Applied Industrial Tech., Fastenal, Genuine Parts Co., Grainger, HD Suppl y, MRC Global, MSC Industrial Direct, Pool Corp, Watsco and WESCO. (b) TEV and EBITDA adjusted for unfunded pension liability and applicable pension charges, respectively. (c) Defined as Adjusted EBITDA / gross profit. (d) Reflects Nexeo Adjusted EBITDA / gross margin, where gross margin is defined as gross profit plus W&D (Warehouse & Delivery) expenses. Nexeo has presented gross margin herein for the purpose of illustrative comparison versus its chemical distribution peers. Gross margin is different than gross profit, which has historically been pr esented by Nexeo . For a reconciliation of gross margin to gross profit, please see page 37. (e) Cash conversion defined as (Adj. EBITDA – Capex net of proceeds from asset disposal) / Adj. EBITDA. ’15A Cash Conversion (e) ▪ Consistent operating margin improvement ▪ Limited oil / energy market exposure ▪ Minimal currency translation impacts ▪ Attractive financial profile ▪ Strong historical and future growth potential 81.9% 76.8% 84.3% 97.0% 89.9% 16.1% (6.5%) 11.1% 16.9% 0.2% 10.5% (4.2%) 7.7% 17.2% 2.8% Peer Benchmarking Additional Nexeo Valuation Considerations 8.4x 9.2x 11.0x 14.4x 11.1x 9.8x 11.2x Pension adjustment (b) ‘14A – ‘15A ‘15A – ‘16E 29.5 % (d) 33.4% 35.6% 39.6% 32.4%

 

 

 

27 Financial Overview

 

 

28 3,686 $4,101 $4,515 $3,949 $4,024 $4,264 2012A 2013A 2014A 2015A 2016E 2017E Consistent, Proven Growth Track Record Sales Adjusted EBITDA and % Margin (b) Gross Margin and % Margin (a) Source: Management guidance. Note: Financials represent fiscal year basis ended September 30 th . (a) Gross margin is defined as gross profit plus W&D (Warehouse & Delivery) expenses. % margin is defined as Gross margin as a p ercentage of sales. Gross margin is different than gross profit, which has historically been presented by Nexeo . For a reconciliation of gross margin to gross profit, please see page 37. (b) Adjusted EBITDA % margin is defined as adjusted EBITDA as a percentage of sales. ($ in millions) Financial Performance Accelerating Growth and Profitability with Significant Upside ▪ Shedding of low margin customers ▪ Decline in petro - linked pricing $122 $150 $152 $177 $195 $213 3.3% 3.7% 3.4% 4.5% 4.8% 5.0% 2012A 2013A 2014A 2015A 2016E 2017E Adj. EBITDA % Adj. EBITDA Margin $510 $543 $597 $598 $635 $665 13.8% 13.2% 13.2% 15.1% 15.8% 15.6% 2012A 2013A 2014A 2015A 2016E 2017E Gross Margin % Gross Margin $330 $358 $402 $408 $ 445 $ 475 Gross Profit

 

 

29 Capex (a) as % of Net Sales Premier Cash Conversion Capital Expenditure and Working Capital Productivity Gains to Enhance Cash Generation Source: Company information Note: Financials represent fiscal year basis ended September 30 th . (a) Net of proceeds from asset disposals (b) Working Capital defined as accounts receivable + inventories – accounts payable. (c) Defined as net debt at the end of the LTM period / LTM adjusted EBITDA. x Asset - lite business model with strong cash flow generation x Well - invested business: future normalized capex of ~$25m x Maintenance capex ~0.1% of revenue x Modest working capital requirements and disciplined working capital policies support high free cash generation x Working capital as a percentage of sales to decrease with Company scale gains and effective management of Warehouse & Delivery x Regional production centers ensure disciplined inventory management Working Capital (b) as % of Net Sales 0.9% 1.1% 0.8% FY2013 FY2014 FY2015 13.2% 12.9% 12.8% FY2013 FY2014 FY2015 Quarterly LTM Net Leverage (c) Commentary x Proven deleveraging track record x Anticipated leverage level appropriate for supporting growth initiatives given cash production 6.0x 5.3x 4.6x 4.4x LTM 3/31/15 LTM 6/30/15 LTM 9/30/15 LTM 12/31/15

 

 

30 Strong Financial Profile with Targeted Capital Allocation Policies Highly Scalable Platform Focused on Growth and Margin Expansion Financial Highlights Robust organic growth program in place Well - invested infrastructure Cost reduction initiatives underway Strong and consistent cash flow generation No legacy pension obligations or contingent liabilities Capital Allocation Policies Limited capital requirements to fund organic growth programs Focus on margin expansion initiatives Targeted bolt - on M&A in core end markets

 

 

31 Transaction Overview

 

 

32 Transaction Overview ($ in millions, except per share values; number of shares in millions ) Illustrative Pro Forma Valuation (a) Sources and Uses (b) Source: Company management. (a) Excludes public warrants to purchase 25 million shares at an exercise price of $11.50 and 12.47 million founder shares which have been restructured as an earn - out, with 50% transferable when the share price reaches $12.50 for 20 days out of 30 consecutive trading days and the remaining 50% transferable when the share price reaches $15.00 for 20 days out of 30 consecutive trading days or on an M&A transaction. (b) Assumes no redemptions from WLRH public shareholders, $35 million of assumed net debt and $25 million of capital leases. (c) The number of shares issuable to TPG and the other sellers is subject to certain limitations. As a result of these limitation s, part of the purchase price is expected to include deferred cash payments in the future equal to the prevailing WLRH common st ock price immediately prior to the applicable payment multiplied by the number of shares of common stock which would have otherwi se been issued to TPG and the other sellers at the closing. The company may, at its election, fund these cash payments earlier through equity sales, in which case the amount received by TPG would equal the proceeds received in the applicable equity off eri ng from the sale of the number of shares of common stock which would have otherwise been issued to TPG and the other sellers at the closing. Assumes an illustrative share price of $10.00 per share. (d) Includes financing fees, original issue discount on term loan, legal, advisory and other fees. (e) Comprises debt of $37 million assumed in China subsidiary (Plaschem), net of cash of $2 million. (f) Sponsor to exchange its warrants for shares at a 10:1 warrant for share conversion with 22.4 million warrants converting into 2.24 mi lli on shares . (g) 30,000 founder shares transferred to existing WLRH directors. Post Transaction Ownership (a) Pro Forma Capitalization Total pro forma shares outstanding: 90.77 million Pro - forma for transaction close Nexeo illustrative share price $10.00 Pro forma shares outstanding 90.77 Total pro forma equity value (c) $ 908 Pro forma net debt 761 Pro forma enterprise value $ 1,669 Enterprise value / Adj. EBITDA CY2016E Adj. EBITDA $ 198 8.4x Number of shares % Ownership WLRH public shareholders 50.03 55% TPG roll - over equity 29.84 33% Deferred shares (c) 4.53 5% Additional third party equity 4.10 5% WLRH sponsor (f) 2.24 2% Director shares (g) 0.03 0% Total 90.77 100% $mm Amount % of Capital Cash $10 1% ABL facility ($575 million) $81 5% Term loans 630 37% Assumed net debt (e) 35 2% Capital leases 25 1% Net debt $ 761 45% Total equity (assuming shares trade at $10.00) $908 Net debt / CY2015 Adj. EBITDA $184 4.1x Sources Existing SPAC cash in trust $500 New debt 711 Roll - over debt 60 TPG equity rolled 298 Deferred purchase price (c) 46 Additional third party equity 41 Total sources $ 1,656 Uses Purchase price (c) $1,575 Transaction fees & expenses (d) 71 Cash to balance sheet 10 Total uses $ 1,656 Strongly Aligned Interests for All Parties

 

 

33 Appendix

 

 

34 2017 Projection Assumptions Key Drivers Description Volume ▪ Volume growth of 1.5 – 2.0x GDP growth rate ▪ Moderate inflationary macro environment Gross Margin ▪ Unit gross margin (a) increases due to pricing discipline and improvement in mix Operating Expenses ▪ Operating expenses increase with inflation partially offset by continued productivity initiatives Capital Expenditures ▪ Assumes $25M / year in capital expenditures in projection period, net of proceeds from asset disposals ▪ Maintenance capex primarily related to betterment of existing fixed assets, vehicle replacement and other IT and related infrastructures Source: Company management. (a) Reflects unit gross margin per pound, where gross margin is defined as gross profit plus W&D (Warehouse & Delivery) expenses . Gross margin is different than gross profit, which has historically been presented by Nexeo . For a reconciliation of gross margin to gross profit, please see page 37.

 

 

35 Non - GAAP Reconciliation Source: Company filings and Company management . (a) Certain reclassifications were made to prior period amounts to conform to current year presentation. (b) Management adjustments associated with integration, restructuring and transformational activities . (c) Special one - time compensation incentive approved by the Compensation Committee for fiscal year 2015 performance. (d) Includes net realized and unrealized foreign exchange gains and losses. (e) Management , monitoring, consulting, reimburseable fees and leverage fees, per the agreement with TPG Capital, L.P. (f) Includes professional and transaction costs related to potential acquisitions and other one - time items. Non - GAAP Financial Measure and Related Information The above table contains non - GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and E xchange Commission. While we believe these non - GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superi or to the related financial information prepared in accordance with GAAP. Further, these non - GAAP financial measures may differ from similarly titled measures presented by other companies. In addition, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not include certain cash requirements such as interest payments, tax payments and debt service requirements. Moreover, Adjusted EBITDA as presented for financial reporting purposes herein, although similar, is not the same as similar terms in the applicable covenants in our ABL Facility, Term Loan Facility or our senior subordinated notes or similar terms used by Univar , Brenntag or other competitors. Nexeo Solutions Holdings, LLC Adjusted EBITDA Reconciliation (a) ($ in millions) Q1 FY201 6 LTM FY2015 Net Income (Loss) Attributable to Nexeo Solutions Holdings, LLC and Subsidiaries $32.2 $20.4 Net loss from discontinued operations, net of tax 0.0 0.8 Interest, net 63.9 64.7 Taxes 6.1 3.9 Depreciation and amortization 53.3 52.6 EBITDA from continuing operations $155.5 $142.4 Management add - backs (b) 11.3 16.2 FY 2015 special one - time compensation incentives (c) 8.9 8.9 Foreign exchange (gains) losses, net (d) 1.5 2.2 Management fees (e) 4.2 4.7 Compensation expense related to management equity plan (non - cash) 1.2 1.2 Transaction and other one - time items (f) 1.2 0.9 Adjusted EBITDA from continuing operations $183.8 $176.5

 

 

36 Non - GAAP Reconciliation (continued) Source: Company filings and Company management . (a) Reflects the impact of discontinued operations . 2012 reflects professional and transaction costs related to the acquisition of the global distribution business of Ashland, th e China joint venture, other potential acquisitions and other one - time costs (b) Management adjustments associated with integration, transition, restructuring and transformational activities . (c) Includes net realized and unrealized foreign exchange gains and losses. (d) Management , monitoring, consulting and leverage fees, per the agreement with TPG Capital, L.P. (e) Cumulative adjustment for LIFO to average cost inventory accounting method change. (f) Transitional pension and medical payments owed to certain Ashland employees pursuant to the Agreement of Purchase and Sale, d ate d November 5, 2010 by and between Ashland and Nexeo Solutions, LLC (formerly TPG Accolade, LLC), as amended. (g) Professional and transaction costs related to the acquisition of the global distribution business of Ashland, Nexeo Plaschem, th e CSD Acquisition, the Archway Acquisition, other potential acquisitions and other one - time items. Non - GAAP Financial Measure and Related Information The above table contains non - GAAP financial measures as such term is defined in Regulation G under the rules of the Securities a nd Exchange Commission. While we believe these non - GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superi or to the related financial information prepared in accordance with GAAP. Further, these non - GAAP financial measures may differ from similarly titled measures presented by other companies. In addition, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not include certain cash requirements such as interest payments, tax payments and debt service requirements. Moreover, Adjusted EBITDA as presented for financial reporting purposes herein, although similar, is not the same as similar terms in the applicable covenants in our ABL Facility, Term Loan Facility or our senior subordinated notes or similar terms used by Univar , Brenntag or other competitors.. Nexeo Solutions Holdings, LLC Adjusted EBITDA Reconciliation ($ in millions) FY2014 FY2013 FY2012 Net Income (Loss) Attributable to Nexeo Solutions (a) ($13.5) $(6.3) $(18.9) Net Income (Loss) Attributable to Noncontrolling Interest 1.3 1.7 0.0 Interest, net 63.6 57.7 45.0 Taxes (a) 7.3 4.7 1.0 Depreciation and amortization (a) 53.4 38.7 39.4 EBITDA from continuing operations $112.1 $96.5 $66.5 Management add - backs (a)(b) 22.4 28.9 30.8 Foreign exchange (gains) losses, net (a)(c) 1.2 1.3 0.6 Management fees (d) 5.1 5.5 7.0 Letter of credit fees not included in interest expense 0.0 0.0 0.8 Compensation expense related to management equity plan (non - cash) 1.0 1.4 1.8 LIFO average cost accounting principle change (e) 0.0 0.0 5.5 Transitional pension and medical payments – Ashland employees (f) 0.0 0.0 0.6 Transaction and other one - time items (a)(g) 9.9 16.5 8.5 Adjusted EBITDA from continuing operations $151.7 $150.1 $122.1

 

 

37 Nexeo Solutions Holdings, LLC Gross Margin Reconciliation ($ in millions) Non - GAAP Reconciliation (continued) FY2015 FY2014 FY2013 FY2012 Gross Profit (a) $ 408.0 $ 401.7 $ 358.1 $ 329.5 Add: Warehouse and Delivery Expense 189.6 194.8 185.3 180.9 Gross Margin $ 597.6 $ 596.5 $ 543.4 $ 510.4 Source: Company filings and Company management . (a) Gross profit defined as sales – cost of sales and operating expenses (including Warehouse & Delivery costs). Non - GAAP Financial Measure and Related Information The above table contains non - GAAP financial measures as such term is defined in Regulation G under the rules of the Securities a nd Exchange Commission. While we believe these non - GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superi or to the related financial information prepared in accordance with GAAP. Further, these non - GAAP financial measures may differ from similarly titled measures presented by other companies. In addition, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not include certain cash requirements such as interest payments, tax payments and debt service requirements. Moreover, Adjusted EBITDA as presented for financial reporting purposes herein, although similar, is not the same as similar terms in the applicable covenants in our ABL Facility, Term Loan Facility or our senior subordinated notes or similar terms used by Univar , Brenntag or other competitors.

 

 

38 Nexeo Solutions Holdings, LLC Free Cash Flow Reconciliation ($ in millions) Non - GAAP Reconciliation (continued) Q1 FY2016 FY2015 FY2014 FY2013 FY2012 Adjusted EBITDA - Continuing Operations $ 39.1 $ 176.5 $ 151.7 $ 150.1 $ 122.1 Capex (from cash flow statement) (3.9) (35.6) (49.9) (38.1) (22.8) Proceeds (from cash flow statement) 1.7 4.1 1.0 2.6 1.1 Capex , net (2.2) (31.5) (48.9) (35.5) (21.7) FCF, continuing ops $ 36.9 $ 145.0 $ 102.8 $ 114.6 $ 100.4 Source: Company filings and Company management . Non - GAAP Financial Measure and Related Information The above table contains non - GAAP financial measures as such term is defined in Regulation G under the rules of the Securities a nd Exchange Commission. While we believe these non - GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superi or to the related financial information prepared in accordance with GAAP. Further, these non - GAAP financial measures may differ from similarly titled measures presented by other companies. In addition, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not include certain cash requirements such as interest payments, tax payments and debt service requirements. Moreover, Adjusted EBITDA as presented for financial reporting purposes herein, although similar, is not the same as similar terms in the applicable covenants in our ABL Facility, Term Loan Facility or our senior subordinated notes or similar terms used by Univar , Brenntag or other competitors.