THE WOODLANDS, Texas, March 15, 2019 — Neon Holdings, Inc. (“Neon Holdings”), which will acquire 100% of the membership interests of the entities comprising the plastics business of Nexeo Solutions, Inc. (“Nexeo Plastics”) in connection with a proposed acquisition of Nexeo Plastics (the “Acquisition”) by certain investment funds managed by One Rock Capital Partners, LLC (“One Rock”), announced today that it intends to commence a private offering of $410 million in aggregate principal amount of senior secured notes due 2026 (the “Notes”). The offering of the Notes is part of the financing for the Acquisition, and there can be no assurance that the Acquisition or the private offering of Notes will be completed.
Neon Holdings intends to use the net proceeds of the offering, together with proceeds from its five-year senior secured asset-based revolving credit facility and an equity contribution from a One Rock-managed fund and certain co-investors, to finance the Acquisition and pay related fees and expenses. The Offering is conditioned on the substantially simultaneous consummation of the Acquisition.
The Notes will be offered in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act.
The Notes will not be or have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Nexeo Plastics
Nexeo Plastics is a leading value-added distributor of plastics in more than 60 countries primarily in North America, Europe and Asia. Nexeo Plastics holds the number one and number two positions in its addressable U.S. and European third-party plastics distribution markets, respectively. The company distributes over 9,000 products, primarily including engineered thermoplastics and polyolefins, in bulk trucks, truckload boxes, less-than-truckload quantities and railcars, and connects a network of over 150 suppliers with a erse base of approximately 12,000 customers, primarily plastics processors engaged in injection, blow and rotation molding and extrusion. Nexeo Plastics’ customers serve a broad cross section of end markets, including healthcare, packaging, consumer, automotive and general industrial.
In February 2019, Univar Inc. and Nexeo Solutions, Inc. announced an agreement for Nexeo Solutions, Inc. to est its plastics distribution business, Nexeo Plastics, to an affiliate of One Rock for an enterprise value of approximately $640 million, subject to customary closing adjustments.
About One Rock Capital Partners, LLC
One Rock makes controlling investments in companies with potential for growth and operational improvement using a rigorous approach that utilizes highly experienced Operating Partners to identify, acquire and enhance businesses in select industries. The involvement of these Operating Partners affords One Rock the ability to conduct due diligence and consummate acquisitions and investments in all types of situations, regardless of complexity. One Rock works collaboratively with company management and its Operating Partners to develop a comprehensive business plan focused on growing the enterprise and enhancing its profitability to enhance long-term value. For more information,visit www.onerockcapital.com.
This press release includes “forward-looking statements,” including with respect to the proposed initial public offering, within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
SOURCE One Rock Capital Partners, LLC