UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~May~~Date 30of Report (Date of earliest event reported): June 6, 2023

Univar Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37443	26-1251958
(State ofIncorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State of Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)


3075 Highland Parkway, Suite 200, Downers Grove, IL		60515
(Address of principal executive offices)		(Zip Code)

(331) 777-6000

777-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of ~~exchangeon~~exchange on which registered
Common Stock ($0.01 par value)		UNVR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~(§240.12b-2~~Emerging growth company ☐

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Univar Solutions Inc. (the “Company” or “Univar Solutions”) held its special meeting of stockholders on June 6, 2023 (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”) with Windsor Parent, L.P. (“Parent”) and Windsor Merger Sub, Inc. (“Merger Sub”), pursuant to which, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”), an alternative asset manager, and the Abu Dhabi Investment Authority and one or more of its affiliates. A definitive merger proxy statement on Schedule 14A with respect to the Special Meeting (as supplemented, the “Definitive Proxy Statement”) was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2023, and contains a detailed description of each of the proposals voted upon at the Special Meeting.

At the close of business on May 1, 2023, the record date of the Special Meeting, the Company had 157,741,392 shares of Univar Solutions common stock, par value $0.01 per share (“Common Stock”), issued and outstanding. The holders of a total of 137,011,716 shares of Common Stock, representing approximately 86.86% of the voting power of the issued and outstanding shares of Common Stock as of the record date, were present and entitled to vote at the Special Meeting, either in person or by proxy, which constituted a quorum for the purpose of the Special Meeting.

At the Special Meeting, the following proposals were considered:

A proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”).

A proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

A proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

The Merger Agreement Proposal was approved by the requisite vote of the Company’s stockholders.

The final voting results for each proposal are set forth below. For more information on each of these proposals, please refer to the Definitive Proxy Statement. The Adjournment Proposal was not presented at the Special Meeting, as there were sufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Merger Agreement Proposal


For	Against	Abstain
128,246,128	8,462,223	303,365

Compensation Proposal


For	Against	Abstain
45,529,964	89,531,684	1,950,068

Completion of the transaction remains subject to the satisfaction or waiver of the closing conditions specified in the Merger Agreement, including certain regulatory approvals. Assuming the timely satisfaction of such closing conditions, the transaction is expected to close in the second half of 2023.

Item 8.01

Other Events.

On June 6, 2023, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Univar

Merger Agreement

Parent

Merger Sub

Apollo

ADIA

Merger

Definitive Proxy Statement

SEC

Litigation Related to the Merger

O’Dell v. Univar Solutions Inc., et al.,

1:23-cv-03314

Wang v. Univar Solutions Inc., et al.,

1:23-cv-03370

Carlisle v. Univar Solutions Inc., et al.,

1:23-cv-04131

Jones v. Univar Solutions Inc., et al.,

1:23-cv-00545-UNA

Federal Complaints

Paul Berger Revocable Trust v. Braca, et al.

State Complaint

Demands

Shareholder Actions

Preliminary Proxy Statement

14a-9

litigation-related supplemental disclosures

~~Supplemental~~Item ~~Disclosure~~9.01 Financial Statements and Exhibits.

~~Form 8-K~~(d) Exhibits

The section of the Definitive Proxy Statement entitled “Proposal 1: Adoption of the Merger Agreement—Opinion of Goldman Sachs & Co. LLC” is hereby supplemented as follows:


Exhibit No.		Description

99.1		Univar Solutions Inc. Press Release, dated June 6, 2023

104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The following language is added to the first paragraph on page 56 under the heading “Illustrative Discounted Cash Flow Analysis” as follows:

mid-year

tax-effected

of approximately $1,357

million

over the five-year period ended March

3, 2023 that ranged from 6.7x to 11.0x

after-tax

The following language is added to the second paragraph on page 56 under the heading “Illustrative Discounted Cash Flow Analysis” as follows:

ranging from approximately 161.3

million to 161.9

million

30-day

The following language is added to the second paragraph on page 57 under the heading “Illustrative Present Value of Future Share Price Analysis” as follows:

the

, 2024 and

of approximately $2,190

million, $2,097

million and $1,959

million respectively

year-end

, 2024 and

of approximately 153.9

million, 147.3

million, and 141.8

million respectively

30-day

The following language is added to the table that appears on page 58 under the heading “Selected Transactions Analysis” as follows:

Announcement Date

Goldman Sachs Selected Transactions

TV(in billions)

TV /LTM Adj.EBITDA

Acquiror

Target

August 2022

HIG Capital LLC

Avient Corporation’s Distribution business segment

1.0

10.0x

September 2018

Univar Inc.

Nexeo Solutions, Inc.

2.0

9.7x

March 2016

WL Ross Holding Corp.

Nexeo Solutions Holdings, LLC

1.6

8.3x

May 2015

Apax Partners LLP

Quality Distribution, Inc.

0.8

9.1x

July 2012

Olin Corporation

K.A. Steel Chemicals Inc.

0.3

10.6x

May 2012

GS Capital Partners LP and P2 Capital Partners, LLC

Interline Brands, Inc.

1.1

9.8x

December 2010

Bain Capital Private Equity, LP

IMCD Group B.V.

0.9

9.3x

The following language is added to the first paragraph on page 58 under the heading “Selected Transactions Analysis” as follows:

non-repeating

non-operating

of approximately $2,236

million and $2,081

million

ranging from approximately 161.3

million to 161.8

million

The section of the Definitive Proxy Statement entitled “Proposal 1: Adoption of the Merger Agreement— Opinion of Deutsche Bank Securities Inc.” is hereby amended as follows:

The following language is added to the first paragraph on page 64 under the heading “Discounted Cash Flow Analysis” as follows:

below-the-line

, which were selected by Deutsche Bank based on its professional judgment and experience, taking into account historical trading multiples of the Company for the five years ended March

10, 2023 as well as the current trading multiple for the Company,

’s estimated

management’s estimate of

as of December

31, 2022

as of March

9, 2023

For purposes of this analysis, Deutsche Bank calculated the number of fully diluted shares of Univar Solutions common stock outstanding taking into account 157,594,910 shares outstanding as of March

9, 2023 (i) reduced by the number of shares of Univar Solutions common stock repurchased not reflected therein and as provided by Company management, (ii)

increased by the number of shares issuable upon exercise of Company Options,

stock

, (iii)

increased by a number of shares calculated by assuming certain specific percentages of the target number of Shares covered under each Company PRSU Award granted in 2021, 2022 and 2023 that would become fully vested, in each case based on information provided by management of the Company

in a range of implied enterprise values of the Company as of December

31, 2022 of approximately $7.6

billion to $10.313

billion and

30-day

The following language is added to the first paragraph on page 65 under the heading “Illustrative Discounted Future Share Price Analysis” as follows:

one-year

which were selected by Deutsche Bank based on its professional judgment and experience, taking into account historical trading multiples of the Company for the five years ended March

10, 2023 as well as the current forward trading multiple for the Company,

Company management’s estimate of

Company’s

position for the fiscal year ended

of approximately $1.616

billion as of

(assuming no additional share repurchases pursuant to the Company’s stock repurchase plans)

Utilizing its professional judgment and experience,

Deutsche Bank derived such discount rate by application of the capital asset pricing model, which requires certain Company-specific inputs, including the cost of long-term debt, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

30-day

The following language is added to the first paragraph on page 66 under the heading “Precedent Selected Transactions Analysis” as follows:

following

selected

set forth in the table below

The table on page 66 is moved to page 67 following the paragraph beginning “The results of this analysis are summarized as follows” and is amended and supplemented as follows:

Date Announced	Target	Acquirer	EV/LTM EBITDA
August 2022	Plastics distribution business of Avient Corporation	H.I.G. Capital		10.0x
February 2019	Plastics distribution business of Nexeo Solutions, Inc.	One Rock Capital Partners, LLC		8.1x
September 2018	Nexeo Solutions, Inc.	Univar Inc.		9.7x
March 2016	Nexeo Solutions, Inc.	WL Ross Holding Corp.		8.3x
May 2015	The M.F. Cachat Company, LLC	IMCD N.V.		9.3x
May 2015	Quality Distribution, Inc.	Apax Partners LLP		9.1x
July 2012	K.A. Steel Chemicals Inc.	Olin Corp.		10.6x
May 2012	Interline Brands, Inc.	GS Capital Partners LP and P2 Capital Partners, LLC		9.8x
December 2010	IMCD Group BV	Bain Capital LLC		9.3x	(1)
November 2010	Ashland Inc.	TPG Capital L.P.		10.4x
September 2010	Univar Inc.(12)	Clayton Dublier & Rice, LLC		9.1x
July 2010	EAC Industrial Ingredients Ltd.	Brenntag AG		9.5x
May 2008	Neochimiki L.V.Lavrentiadis S.A. Industrial and Commercial Company	The Carlyle Group L.P.		9.0x
July 2007	Univar N.V.	CVC Capital Partners Advisory (U.S.) Inc.		9.3x
March 2007	Chemcentral Corporation	Univar N.V.		9.3x

(1) Multiple based on IMCD Group BV’s LTM EBITA.

(12) Clayton Dublier & Rice, LLC acquired a 42.5% stake to achieve joint control of Univar Inc. with CVC Capital Partners Advisory (U.S.) Inc.

The table on page 67 is amended as follows:

Deutsche Bank Selected Transactions	EV/LTM EBITDA-EBITA
High		10.6x
Mean		9.4x
Median		9.3x
Low		8.1x
Company at $36.15
December 31, 2022 Normalized Adjusted EBITDA		8.7x

The paragraph beginning “Deutsche Bank applied ranges of premiums” on page 69 is amended and supplemented as follows:

Using this analysis and its professional judgment and experience,

(representing the 25

percentile premium)

(representing the 75

percentile premium)

30-day

The section of the Definitive Proxy Statement entitled “Proposal 1: Adoption of the Merger Agreement—Certain Financial Projections” is hereby supplemented as follows:

The following language is added to the table that appears on page 73 under the heading “Univar LRSP,” as follows:

$ in millions	2023E			2024E			2025E			2026E			2027E
Net Sales	$	11,005		$	11,420		$	12,027		$	12,603		$	13,228
Adjusted EBITDA(1)	$	930		$	1,025		$	1,125		$	1,235		$	1,326
Depreciation & Amortization	$	(172	)	$	(165	)	$	(161	)	$	(157	)	$	(156	)
Stock Based Compensation	$	(31	)	$	(32	)	$	(33	)	$	(35	)	$	(36	)
Adjusted EBIT(2)	$	727		$	828		$	931		$	1,043		$	1,133
Taxes	$	(193	)	$	(219	)	$	(247	)	$	(277	)	$	(301	)
Net Operating Profit After Tax(3)	$	534		$	608		$	685		$	767		$	833
Unlevered Free Cash Flow(2)(4)	$	492		$	537		$	573		$	650		$	690

(1) Adjusted EBITDA, a non-GAAP financial measure, refers to earnings before interest, taxes, depreciation and amortization (“EBITDA”) excluding from net income the impact of impairment charges, other operating expenses, net (which primarily consist of employee stock-based compensation expenses, restructuring charges, litigation settlements, other employee severance costs, other facility closure costs, acquisition and integration related expenses and other unusual or nonrecurring expenses), and other income or expenses, net (which consist of gains and losses on foreign currency transactions and undesignated derivative instruments, non-operating retirement benefits and other non-operating activity).

(2) Adjusted EBIT, a non-GAAP financial measure, is calculated as Adjusted EBITDA, less depreciation and amortization and stock-based compensation expense.

(3) Net Operating Profit After Tax, a non-GAAP financial measure, is calculated as Adjusted EBIT, less taxes (assuming a 26.5% tax rate).

(2)(4) Unlevered free cash flow, a non-GAAP financial measure, is calculated as (a) Adjusted EBITDA, less depreciation and amortization and stock compensation expense, less (b) cash taxes, plus (c) depreciation and amortization, less (d) capital expenditures, plus or less (e) change in net working capital, less (f) other costs, including pension payments, below the line expenses and change in other assets and liabilities.

The following language is added to the table that appears on page 73 under the heading “Univar Standalone Projections,” as follows:

$ in millions

	2023E			2024E			2025E			2026E			2027E
Net Sales	$	11,360		$	11,635		$	12,228		$	12,823		$	13,463
Adjusted EBITDA(1)	$	945		$	1,049		$	1,152		$	1,265		$	1,357
Depreciation & Amortization	$	(172	)	$	(161	)	$	(165	)	$	(169	)	$	(171	)
Stock Based Compensation	$	(30	)	$	(31	)	$	(32	)	$	(33	)	$	(34	)
Adjusted EBIT(2)	$	743		$	857		$	956		$	1,063		$	1,152
Taxes	$	(197	)	$	(227	)	$	(253	)	$	(282	)	$	(305	)
Net Operating Profit After Tax(3)	$	546		$	630		$	702		$	782		$	847
Unlevered Free Cash Flow(2)(4)	$	496		$	526		$	568		$	651		$	703

(1) Adjusted EBITDA, a non-GAAP financial measure, refers to earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted to include the net realizable Adjusted EBITDA acquired in connection with the Company’s two acquisitions announced in the first fiscal quarter of 2023 (including the synergies, and cost to achieve such synergies, associated therewith), excluding from net income the impact of impairment charges, other operating expenses, net (which primarily consist of employee stock-based compensation expenses, restructuring charges, litigation settlements, other employee severance costs, other facility closure costs, acquisition and integration related expenses and other unusual or nonrecurring expenses), and other income or expenses, net (which consist of gains and losses on foreign currency transactions and undesignated derivative instruments, non-operating retirement benefits and other non-operating activity).

(2) Adjusted EBIT, a non-GAAP financial measure, is calculated as Adjusted EBITDA, less depreciation and amortization and stock-based compensation expense.

(3) Net Operating Profit After Tax, a non-GAAP financial measure, is calculated as Adjusted EBIT, less taxes (assuming a 26.5% tax rate).

(2)(4) Unlevered free cash flow, a non-GAAP financial measure, is calculated as (a) Adjusted EBITDA, less depreciation and amortization and stock compensation expense, plus the net realizable Adjusted EBITDA acquired in connection the Company’s two acquisitions announced in the first fiscal quarter of 2023 (including the synergies, and cost to achieve such synergies, associated therewith), less (b) cash taxes, plus (c) depreciation and amortization, less (d) capital expenditures, plus or less (e) change in net working capital, less (f) other costs, including pension payments, below the line expenses and change in other assets and liabilities.

The section of the Definitive Proxy Statement entitled “Proposal 1: Adoption of the Merger Agreement—Interests of Univar Solutions’ Executive Officers and Directors in the Merger” is hereby supplemented as follows:

The following language is added to the paragraph on page 76 under the heading “New Compensation Arrangements,” as follows:

Additionally, as of the date of this proxy statement, no new individualized compensation arrangements between Univar Solutions’ executive officers and Apollo or the Abu Dhabi Investment Authority have been established, and no post-closing employment arrangements for members of Univar Solutions’ senior management have been negotiated with, or secured by, Apollo or the Abu Dhabi Investment Authority.

Additional Information About the Proposed Transaction and Where to Find It

SEC

Participants in the Solicitation of Proxies

10-K

Forward-Looking Statements and Information

This communication includes certain statements relating to future events and our intentions, beliefs, expectations, and outlook for the future, which are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding, the Company’s market opportunities, strategic plan, business objectives, and other initiatives, as well as statements regarding the expected timing of the completion of the proposed acquisition of Univar Solutions referred to in this communication and the ability of the parties to consummate the proposed transaction. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control.

9These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the expectations and assumptions. Potential factors that could affect such forward-looking statements include, among others: that a condition to the closing of the proposed transaction may not be satisfied; the occurrence of any event that can give rise to termination of the proposed transaction; the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; management’s time and attention being diverted to issues related to the proposed transaction; the Company’s ability to meet expectations regarding the timing and completion of the proposed transaction; disruption from the proposed transaction making it more difficult to maintain business, contractual and operational relationships; the institution of legal proceedings against the Company or the other parties to the proposed transaction and their affiliates related to the proposed transaction; the Company becoming unable to retain or hire key personnel due to the proposed transaction; the announcement of the proposed transaction having a negative effect on the market price of the Company’s common stock or operating results; economic conditions, particularly fluctuations in industrial production and consumption and the timing and extent of economic downturns; significant changes in the business strategies of producers or in the operations of the Company’s customers; delivery failures or hazards and risks related to the Company’s operations and the hazardous materials the Company handles; potential inability to obtain adequate insurance coverage; increased competitive pressures, including as a result of competitor consolidation; potential supply chain disruptions; significant changes in the pricing, demand and availability of chemicals; potential cybersecurity incidents, including security breaches; the Company’s indebtedness, the restrictions imposed by, and costs associated with, the Company’s debt instruments, and its ability to obtain additional financing; the broad spectrum of laws and regulations that the Company is subject to, including extensive environmental, health and safety laws and regulations and changes in tax laws; an inability to generate sufficient working capital; transportation related challenges, including increases in transportation and fuel costs, changes in the Company’s relationship with third party transportation providers, and ability to attract and retain qualified drivers; accidents, safety failures, environmental damage, and product quality issues; ongoing litigation, potential product liability claims and recalls, and other environmental, legal and regulatory risks; challenges associated with international operations; exposure to interest rate and currency fluctuations; an inability to integrate the business and systems of companies the Company acquires, including failure to realize the anticipated benefits of such acquisitions; possible impairment of goodwill and intangible assets; the Company’s ability to attract or retain a qualified and diverse workforce; negative developments affecting the Company’s pension plans and multi-employer pensions; labor disruptions associated with the unionized portion of the Company’s workforce; the Company’s ability to execute on its initiatives and goals related to environmental, social, and governance (“ESG”) matters and the increasing legal and regulatory focus on ESG; the impacts resulting from the conflict in Ukraine or related geopolitical tensions; the ability of the Company to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, conflict, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic; the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related Company or governmental policies and actions to protect the health and

~~ESG~~3

~~man~~ safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and policies; actions by third parties, including government agencies; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the Company’s ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; and the other factors described in the Company’s filings with the SEC. For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as well as other documents filed by the Company with the SEC, including subsequent Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. In addition, the Company discusses certain of these risks in greater detail, and other risks associated with the proposed transaction, in the Definitive Proxy Statement. We caution you that the forward-looking information presented in this communication is not a guarantee of future events or results, and that actual events or results may differ materially from those made in or suggested by the forward-looking information contained in this communication. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek, “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology.

COVID-19

10-K

8-K

10-Q.

Any forward-looking information presented herein is made only as of the date of this communication, and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as required by law.

114

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 30, 2023	Univar Solutions Inc.
Date: June 6, 2023	Univar Solutions Inc.
	By:	/s/ Noelle J. Perkins
	Name:	~~Name:~~Noelle J. Perkins	~~Noelle J. Perkins~~
	Title:	~~Title:~~Senior Vice President, General Counsel and Secretary	~~Senior Vice President, General Counsel and Secretary~~

125

Filing Compare · Univar Solutions Inc.