Creating Value by Accelerating Transformation & Growth

Similar documents
Univar Inc. (Exact name of registrant as specified in its charter)

GRANITE CONSTRUCTION TO ACQUIRE LAYNE CHRISTENSEN

United Rentals to Acquire RSC Holdings

Essendant and S.P. Richards

LHC Group and Almost Family: A Leading National Provider of In-Home Healthcare. November 16, 2017

Combination Creates Leading Innovator in the Musculoskeletal Industry April 24, 2014

DENTSPLY and Sirona Announce Combination to Create The Dental Solutions Company in $13 Billion Merger of Equals

Fiserv to Combine with First Data to Create Global Leader in Payments and FinTech

Assurant and The Warranty Group: Creating a Leading Global Lifestyle Provider

LyondellBasell Acquisition of A. Schulman

Investor Presentation

Project Mountain Investor Presentation. AECOM Investor Presentation. World Trade Center Manhattan, New York, U.S.A.

ESSENDANT AND GENUINE PARTS COMPANY S S.P. RICHARDS BUSINESS TO COMBINE TO FORM STRONGER, MORE COMPETITIVE NATIONAL BUSINESS PRODUCTS DISTRIBUTOR

SYNNEX Concentrix Division Announces the Acquisition of Convergys

Important Information for Investors and Stockholders

Quad/Graphics, Inc. Call to Review Definitive Agreement to Acquire LSC Communications, Inc. and 3 rd Quarter 2018 Results.

Ecolab Acquisition of Champion

Safe Harbor Pages. Forward Looking Statements

Driven to Create Value Goldman Sachs 2017 Global Energy Conference January 2017

LHC GROUP AND ALMOST FAMILY ANNOUNCE MERGER OF EQUALS TO CREATE LEADING NATIONAL PROVIDER OF IN-HOME HEALTHCARE SERVICES

+ September 12, 2017

IFF Q Earnings Conference Call

Harris Corporation and L3 Technologies to Combine in Merger of Equals to Create a Global Defense Technology Leader

Creating a GLOBAL PACKAGING LEADER

Meta Financial Group, Inc. Transformational Merger with Crestmark Bancorp, Inc. Investor Presentation January 9, 2018

Energizer to Acquire Spectrum Brands Global Battery and Portable Lighting Business. January 16, 2018

july 2012 CEB to Acquire SHL Compelling Value Creation, Growth, and Scale Opportunity

American Woodmark s Acquisition of RSI Home Products December 1, 2017

STRATEGIC PARTNERSHIP WITH ALTRIA TO ACCELERATE GROWTH AND INNOVATION

ESTABLISHING A GLOBAL LEADER IN WORKWEAR 1. August 14, 2017

Gartner to Acquire CEB for $2.6 Billion in Cash and Stock

Shareholders Expected to Benefit from a Number of Outcomes

United Rentals to Acquire NES Rentals

May Acquisition of AEP Industries Inc. August 2016

Acquisition of Northpoint Commercial Finance A Leading North American Inventory Finance Lender. May 18, 2017

MERGER PRESENTATION FEBRUARY 13, 2018

Avago Technologies To Acquire LSI Corporation Investor Presentation December 16, 2013

Creating a Leading National Water Utility

Amcor & Bemis Combination Creating the Global Leader in Consumer Packaging. 6 August 2018

LogMeIn Announces Merger with Citrix s GoTo Family of Products to Create a Billion Dollar Industry Leader

American Midstream Partners to merge with JP Energy Partners, creating a $2 billion diversified midstream MLP

GRUPO FERROATLÁNTICA AND GLOBE SPECIALTY METALS AGREE TO $3.1 BILLION COMBINATION

Lumentum to Acquire Oclaro Best-in-class to join forces to accelerate innovation. March 12, 2018

Parker s Acquisition of CLARCOR to Enhance Filtration Platform

Emerson + Rockwell Automation: A Compelling Value Creation Opportunity for Shareholders. November 16, 2017

Subject Company: CH2M Hill Companies, Ltd. Commission File No

AIG Acquisition of Validus Holdings: A Step Forward in AIG s Profitable Growth Strategy. Investor Presentation January 22, 2018

SJW GROUP AND CONNECTICUT WATER SERVICE, INC. TO COMBINE IN ALL-STOCK TRANSACTION TO CREATE LEADING WATER UTILITY COMPANY

Chevron Announces Agreement to Acquire Anadarko

Entegris and Versum Materials Merger of Equals

Subject Company: CH2M Hill Companies, Ltd. Commission File No

ANIXTER ANNOUNCES ACQUISITION OF HD SUPPLY S POWER SOLUTIONS BUSINESS JULY 15, 2015

Multi-Color Corporation Investor Update

Our Transformation Continues Sidoti NDR May 29-30, 2018

Multi-Color Corporation Investor Update

FINANCIAL OVERVIEW AL MISTYSYN SENIOR VICE PRESIDENT, FINANCE & CHIEF FINANCIAL OFFICER FINANCIAL COMMUNITY PRESENTATION OCTOBER 3, 2017


VISTRA ENERGY CORP. (Exact name of registrant as specified in its charter)

Maxim Integrated to Acquire Volterra Semiconductor. August 15, 2013

Tivity Health + Nutrisystem Expanding our Healthy Lifestyle Brand Portfolio Tivity Health, Inc. All rights reserved.

Praxair, Inc. Matthew J. White Senior Vice President and Chief Financial Officer

Linde plc Announces Satisfaction of Final Conditions to Close Business Combination between Linde AG and Praxair

LogMeIn Roadshow Presentation J A N U A R Y

Walgreens-Alliance Boots Investor Call

FTD Group, Inc. FTD Companies, Inc. Acquisition of Provide Commerce Supplemental Presentation

The Right Alternative: A Focus on Growth and Innovation

FIRST QUARTER FISCAL YEAR 2019 Earnings Conference Call & Presentation. February 7, 2019 at 9:00 a.m. CT (10:00 a.m. ET)

IFF & Frutarom Creating a Global Leader in Taste, Scent & Nutrition. May 7, 2018

Daseke, Inc. Consolidating North America s Flatbed & Specialized Logistics Market

ACQUISITION OF CARAUSTAR INDUSTRIES Significantly Enhances Margins and Free Cash Flow Strengthening its Leadership in Industrial Packaging

DXP Enterprises, Inc. Acquisition of

Ingersoll Rand s Acquisition of Precision Flow Systems (PFS) February 11, 2019

William Blair Growth Stock Conference. Eric Dey EVP & CFO

Business Combination of Skyline Corporation and Champion Homes Creating the Nation s Largest Publicly Traded Factory-Built Housing Company

Our Transformation Continues. March 21, 2018

Lam Research and Novellus Systems to Combine in $3.3 Billion All-Stock Transaction

A Winning Combination: Creating a Consumer Goods Powerhouse

Raymond James 37 th Annual Institutional Investors Conference. March 8, 2016

Concho Resources Inc. to Acquire RSP Permian, Inc. in All-Stock Transaction

Forward-Looking Statements

McDermott and CB&I to Combine in Transaction Valued at $6 Billion

Automotive Finco Corporation

Pilgrim s Pride Corporation (NASDAQ: PPC) Pilgrim s Acquires Moy Park September 11, 2017

Potlatch and Deltic Timber to Combine to Create Leading Timberland REIT and Lumber Manufacturer

Acquisition of Jack Wolfskin. November 2018

Acquisition Offer of RPC Group PLC

Energizer Investor Call. November 15, 2018

Resolute Energy Corporation

BANK OF AMERICA MERRILL LYNCH. Global Agriculture & Chemical Conference March 1-2, 2017

Investor Presentation. March 2018

This FAQ was made available on January 16, 2019 to certain members of Fiserv, Inc. s management and investor relations department.

Acquisition of O-Tex Pumping October 25, 2017

A Trusted Technology Partner to Medical and Advanced Technology Equipment Manufacturers

CIGNA AND EXPRESS SCRIPTS: EXPANDS GROWTH OPPORTUNITIES IMPROVES AFFORDABILITY CREATES DIFFERENTIATED SHAREHOLDER VALUE

SS&C Technologies (NASDAQ:SSNC) Investor Presentation February 2015

INVESTOR PRESENTATION February 2018

Fiserv Investor Conference Call. January 14, 2013

Definitive Agreement Reached for WestRock to Acquire Multi Packaging Solutions for $18.00 per share

Comprehensive Plan to Enhance Shareholder Value. December 19, 2013

Investor Presentation. February 2018

Transcription:

Creating Value by Accelerating Transformation & Growth Univar Announces Agreement to Acquire Nexeo September 17, 2018 1 2018 Univar, Inc. All rights reserved.

Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 codified in Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amended. Some forward-looking statements may be identified, without limitation, by the use of forward-looking terminology such as anticipate, assume, believe, estimate, expect, intend, plan, project, may, will, could, would and similar expressions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this communication and include statements regarding, among other things, the expected timetable for closing of the proposed transaction between Univar Inc. ( Univar ) and Nexeo Solutions, Inc. ( Nexeo ), the expected benefits and synergies of the proposed transaction and the operating results, performance and capital structure of the combined company. Forward-looking statements are based on Univar s and Nexeo s current expectations and beliefs concerning future developments and their potential effect on Univar, Nexeo and the combined company. While Univar and Nexeo believe that forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Univar, Nexeo and the combined company will be those anticipated. A number of important factors, risks and uncertainties could cause actual results to differ materially from those contained in or implied by the forward-looking statements, many of which are beyond Univar s or Nexeo s control. Factors, risks and uncertainties that could cause actual results to differ from those reflected in forwardlooking statements include: changes in general economic, business and political conditions, including changes in the financial markets; the ability to satisfy the conditions to closing of the proposed transaction on the expected timing or at all and other risks related to the completion of the proposed transaction; the ability to obtain required shareholder and regulatory approvals for the proposed transaction on the expected timing or at all; the ability to complete the proposed transaction on the expected terms and timing or at all; higher than expected or unexpected costs associated with or relating to the proposed transaction; the risk that expected benefits, synergies and growth prospects of the proposed transaction and combined company may not be achieved in a timely manner or at all; results of the strategic review of Nexeo s plastics distribution business in connection with the consummation of the proposed transaction and the outcome and impact of a resulting strategic transaction, if any; the ability to successfully integrate Nexeo s business with Univar following the closing; the risk that Univar and Nexeo will be unable to retain and hire key personnel; the risk that disruption from the proposed transaction may adversely affect Univar s and Nexeo s business and their respective relationships with customers, suppliers, distributors or employees; and other risks detailed in the risk factors discussed in Item 1.A. Risk Factors in each of Univar s and Nexeo s most recent Annual Reports on Form 10-K, as updated by any Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and future filings with the SEC. Unless otherwise indicated or the context otherwise requires, comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions, divestitures or other potential strategic transactions. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Neither Univar nor Nexeo undertake any obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. Disclaimer This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information and Where to Find it In connection with the proposed transaction between Univar and Nexeo, Univar intends to file a registration statement on Form S-4, which will contain a prospectus and a proxy statement for Univar and consent solicitation statement for Nexeo (the prospectus/joint proxy and consent solicitation statement ). INVESTORS AND SECURITY HOLDERS OF UNIVAR AND NEXEO ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE PROSPECTUS/JOINT PROXY AND CONSENT SOLICITATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive prospectus/joint proxy and consent solicitation statement will be sent to the shareholders of Univar and Nexeo. Investors and security holders will be able to obtain copies of the prospectus/joint proxy and consent solicitation statement as well as other filings containing information about Univar and Nexeo, without charge, at the SEC s website, http://www.sec.gov. Copies of the documents filed with the SEC by Univar will be available free of charge within the investor relations section of Univar s website at www.univar.com. Copies of the documents filed with the SEC by Nexeo will be available free of charge within the investor relations section of Nexeo s website at www.nexeosolutions.com. Participants in the Solicitation Univar, Nexeo and each of their directors, executive officers and certain other employees may be deemed to be participants in the solicitation of proxies from Univar s shareholders and consents from Nexeo s shareholders in respect of the proposed transaction between Univar and Nexeo. Information regarding Univar s directors and executive officers is contained in Univar s proxy statement for its 2018 annual meeting, which was filed with the SEC on March 20, 2018. Information regarding Nexeo s directors and executive officers is contained in Nexeo s proxy statement for its 2018 annual meeting, which was filed with the SEC on December 14, 2017. Investors and security holders may obtain additional information regarding the interests of such participants by reading the prospectus/joint proxy and consent solicitation statement when it becomes available, which may be obtained as described in the paragraphs above. 2 2018 Univar, Inc. All rights reserved.

Transaction Overview Univar (NYSE:UNVR) to acquire 100% of the outstanding shares of Nexeo (NASDAQ:NXEO) Total transaction value of $2.0 billion, inclusive of Nexeo s net debt and other obligations Combined Company will drive growth and shareholder value with North America s largest chemical and ingredients sales force, broadest product offering, and most efficient supply chain network in the industry Accelerating Univar s Transformation and Growth Meaningful run rate synergies from combining the chemicals and ingredients businesses Accretive to earnings and cash flow beginning in the first full year post closing Expect pro forma leverage of less than 3.0x by the end of the first full year 3 2018 Univar, Inc. All rights reserved.

OUR VISION To be the most valued chemical and ingredient distributor in the world through Commercial Greatness, Operational Excellence, and One Univar. COMMERCIAL GREATNESS OPERATIONAL EXCELLENCE ONE UNIVAR 4 2018 Univar, Inc. All rights reserved.

Accelerating Univar s Transformation Before Future State Commercial Transactional Sellers Commodity Centered Volume Vendor Consultative Sales Specialty Augmentation Value Supplier Partners Operations Lean Decentralized Facilities Manual Fit Optimized Supply Chain Digital Financial Low Growth High Leverage Superior Growth Optimal Capital Structure 5 2018 Univar, Inc. All rights reserved.

Nexeo at a Glance Leading North American Chemicals Distributor Sales by Segment (1) Chemicals Plastics Environmental Services Strong Supplier Relationships (average length 20+ years) Operate as brand extension Share customer s insights and trends Generate demand and sustainable growth Relationships at all levels of the organization Sales by Geography (1) Asia EMEA Other N America Canada US Long-Standing Diverse Customer Base (top 5 <10% chemical sales) Industry leading service Comprehensive line card to upsell and cross-sell Differential customer experience Solutions provider Go-to-market strategy complementary to Univar s LTM Sales $4.0 billion (2) State of the Art, Scalable IT Infrastructure Integrated system built on SAP Improves customer service through inventory/asset tracking, real-time order management systems Similar to platform and infrastructure to Univar EMEA LTM EBITDA $208 million (2) Extensive Network and Footprint Last mile expertise 50+ facilities in North America and 30+ EMEA and Asia ~350 tractors and ~1,450 trailers in North America (1) Nexeo Fiscal Year Ending September 30, 2017 (2) Nexeo Plastics represents roughly $2.0 billion of sales and ~1/3 rd of EBITDA 6 2018 Univar, Inc. All rights reserved.

Univar and Nexeo are an Excellent Fit Leveraging Best of Both to Enhance Ability to Serve Both Customers & Supplier Partners Strengthens Capabilities and Scale to Drive Growth Deepens sales force penetration and market reach Expands product portfolio and offering, particularly in specialty chemicals Strengthens position in key target growth end markets Supply Chain and Network Optimization Leverages scale of combined footprint and fleet Enhances customer and supplier experience Lowers transaction costs Accelerates Digital Transformation Improves customer experience with innovative digital solutions Enhances supply chain transparency and efficiency Reduces anticipated IT-related capital investment Cultural Alignment Reduces Risk Safety first and innovation culture Aligned go-to-market approach Focused on profitable growth 7 2018 Univar, Inc. All rights reserved.

Combination Creates an Industry Leader Poised for Growth (before synergies) LTM Revenue (1) $8.5 billion $4.0 billion $12.5 billion (2) LTM Adjusted EBITDA (1) $635 million $208 million $843 million (2) North America Chemical Sellers (3) ~ 660 ~ 300 ~ 960 North America Transportation Assets (4) ~ 785 ~ 350 ~ 1,135 Nexeo s Plastics business represents roughly $2 billion in sales and less than 10% of the combined company EBITDA. (1) Last twelve months ending June 30, 2018 (2) Nexeo s Plastic business accounts for roughly $2.0 billion in sales and less than 10% of the combined company EBITDA (3) Excludes Mexico (4) Power Units 8 2018 Univar, Inc. All rights reserved.

Transaction Details Transaction Value Per Share Consideration Financial Benefits Financing Governance Univar to acquire 100% of Nexeo s common stock $2.0 billion transaction value, inclusive of Nexeo s $949 million (1) of net debt and other obligations Represents 9.4x 2018E EBITDA (2) / 8.7x 2019E EBITDA (2) 0.305 of a share of Univar stock per Nexeo share, representing $8.36 per share (3) Cash of $3.29 per Nexeo common share Could potentially be reduced by up to $0.41 (4) Aggregate consideration of $11.65 per share Accretive to Adjusted EPS beginning in first full year post closing $100 million of annual run rate operating synergies / $15 million in annual run rate capex savings $375 million+ of annual free cash flow in the first full year post closing Financing commitment for $1.3 billion Refinance pro forma debt of the companies coincident with closing Leverage ratio expected to be below 3.0x by end of first full year David Jukes to lead combined company as president and CEO Steve Newlin to continue as Executive Chairman (1) Net debt comprised of $872 million in bank debt - $44 million in cash + $60 million to settle Tax Receivables Agreement + $60 million to settle Excess Shares. (2) Calendar Year. Based on IBES estimates as of September 14, 2018 (3) Based on closing price for Univar stock of $27.40 on September 14, 2018 (4) Cash consideration of $3.29 per share is subject to reduction, up to a maximum of $0.41 per share, if Univar s share price at transaction close is between $25.34 per share and $22.18 per share. If Univar s share price at transaction close is $22.18 per share or lower, the cash consideration will be $2.88 per share. If Univar s share price at transaction close is $25.34 per share or higher, the cash consideration will be $3.29 per share. As a result of this cash adjustment mechanism, there will be no reduction of the exercise price of Nexeo s outstanding warrants unless Univar s closing price immediately prior to closing is below $22.18 per share. Existing Nexeo equity warrants will be exercisable for the merger consideration on a cashless basis in accordance with the terms of the warrant agreement, which can be found in Nexeo s SEC filings. 9 2018 Univar, Inc. All rights reserved.

Meaningful, Achievable Synergies Annual Run Rate Operating Expense Synergies ~$100 million ($0.43 per share after-tax) Optimize supply chain network and assets Leverage Nexeo s IT infrastructure and operating processes Consolidate and leverage business support functions Annual Capital Expenditure Synergies ~$15 million Reduction in maintenance capex Leverage digital investments Integration Costs Mitigated One time integration costs ~$150 million Largely offset by surplus real estate sales and working capital improvements 10 2018 Univar, Inc. All rights reserved.

Path to Closing Subject to both Univar and Nexeo shareholder approval Nexeo s key stockholders, TPG and First Pacific, have agreed to provide their consent for proposed transaction Creation of Integration Management Office Univar leaders named Subject to regulatory approval and other customary closing conditions. Transaction expected to close in the first half of 2019 11 2018 Univar, Inc. All rights reserved.

Strategic Review of Plastics Business Univar has retained an outside advisor to evaluate strategic alternatives, including a potential divestiture, to maximize shareholder value Plastics business will continue to operate as an industry leader by delivering superior products and technical capabilities to suppliers and customers Business will continue to be led by Shawn Williams, Executive Vice President Nexeo Plastics 12 2018 Univar, Inc. All rights reserved.

Diversified Industry Leader Positioned for Superior Value Creation Best of the Best Combining industry leading capabilities, strong positions in key end markets, and highly efficient, effective sales and distribution platforms to create the most valued chemicals and ingredients distributor in the world LTM Revenue $8.5 billion LTM EBITDA $635 million Transaction Creates Immediate and Long Term Value For Univar Shareholders Opportunity to grow profitability and size in highly fragmented chemical distribution market LTM Revenue $4.0 billion LTM EBITDA $208 million Immediately accretive, meaningful operating synergies and capex savings, and catalyst for growth Solid Financial Foundation Strong free cash flow Pro forma leverage of less than 3.0x by end of first full year with a path to continued deleveraging LTM Revenue $12.5 billion (1) LTM EBITDA $843 million (1) LTM: Last twelve months as of June 30, 2018 (1) Nexeo s Plastic business accounts for roughly $2.0 billion in sales and less than 10% of the combined company EBITDA. Excludes the impact of synergies. 13 2018 Univar, Inc. All rights reserved.

14 2018 Univar, Inc. All rights reserved.