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

Date of Report (Date of earliest event reported): ~~June 8~~July 21, 2023

Univar Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37443

26-1251958

(State of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


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

(331) 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~~Trading Symbol(s)		Name of 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).

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 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

On ~~June 8~~July 21, 2023, Univar Solutions Inc. (~~“Univar~~the ~~Solutions~~“Company”) orprovided notice to U.S. Bank National Association (in such capacity, the “~~Company~~Trustee”) ~~issued~~under athat ~~press~~certain ~~release~~Indenture, ~~providing~~dated anas ~~update~~of onNovember 22, ~~the~~2019 ~~status~~(as ofamended, ~~the~~supplemented ~~regulatory~~or ~~approvals~~otherwise ~~required~~modified from time to ~~consummate~~time, including by that certain First Supplemental Indenture, dated as of November 22, 2019, the ~~proposed~~“Indenture”), ~~transaction~~among ~~contemplated~~Univar bySolutions USA Inc. (the ~~Agreement~~“Issuer”), the Company, the subsidiary guarantors from time to time party thereto, and ~~Plan~~the ofTrustee, ~~Merger~~relating to the Issuer’s 5.125% Senior Notes due 2027 (the “Notes”), ~~dated~~that ~~March 13~~on August 1, 2023 (the “Redemption Date”), ~~among~~subject to and conditioned upon the closing of the Company’s ~~and~~previously announced acquisition by affiliates of funds managed by affiliates of Apollo Global Management, Inc., ~~and~~an aalternative ~~wholly~~asset ~~owned~~manager, ~~subsidiary~~and of the Abu Dhabi Investment Authority. Aand ~~copy~~one or more of its affiliates (such condition, the ~~press~~“Condition”), ~~release~~the isCompany ~~attached~~intends ~~hereto~~to asredeem ~~Exhibit~~all 99$454,030,000 in aggregate principal amount of the Notes at a redemption price of 102.1563% of the principal amount thereof, plus accrued and ~~incorporated~~unpaid ~~herein~~interest, in accordance with the terms of the Indenture. At the Company’s discretion, the Redemption Date may be delayed until such time as the Condition is satisfied (or waived by ~~reference~~the Company in its sole discretion). The Company may rescind the notice of redemption in its sole discretion if the Condition is not satisfied.

The information contained in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and it will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
99.1		Univar Solutions Inc. Press Release, dated June 8, 2023
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements and Information

This communication ~~includes~~contains ~~certain statements relating to future events and our intentions, beliefs, expectations, and outlook for the future, which are “~~forward-looking statements” ~~within~~as ~~the~~that ~~meaning~~term ofis defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, ~~including,~~of ~~without limitation~~1934, ~~statements~~as ~~regarding,~~amended by the ~~Company’s~~Private ~~market~~Securities ~~opportunities,~~Litigation ~~strategic~~Reform ~~plan,~~Act ~~business~~of ~~objectives,~~1995. ~~and~~Forward-looking ~~other initiatives, as well as~~ statements ~~regarding~~generally ~~the~~can ~~expected~~be ~~timing~~identified ofby ~~the~~words ~~completion~~such ofas ~~the~~“believes,” ~~proposed~~“expects,” ~~acquisition~~“may,” of“will,” ~~Univar~~“should,” ~~Solutions~~“could,” ~~referred~~“seeks,” to“intends,” in“plans,” ~~this~~“estimates,” ~~communication~~“anticipates” ~~and~~or ~~the~~other ~~ability~~comparable ~~of the parties to consummate the proposed transaction~~terms. ~~Forward~~All forward-looking statements ~~are~~made ~~subject~~in tothis ~~known~~communication ~~and~~are ~~unknown~~qualified ~~risks~~by ~~and~~this ~~uncertainties,~~cautionary ~~many of which may be beyond the Company’s control~~language.

~~These forward~~Forward-looking statements are subject to ~~risks~~known and ~~uncertainties~~unknown ~~that~~risks ~~could~~and ~~cause~~uncertainties, ~~actual~~many ~~results~~of towhich ~~differ~~may ~~materially~~be ~~from~~beyond the ~~expectations~~Company’s ~~and assumptions~~control. Potential factors that could affect such forward-looking statements include, among others: ~~that~~general aeconomic ~~condition~~conditions, toparticularly ~~the~~fluctuations ~~closing~~in ofindustrial ~~the~~production ~~proposed~~and ~~transaction~~consumption ~~may~~and ~~not~~the betiming ~~satisfied;~~and ~~the~~extent ~~occurrence~~ of ~~any~~economic ~~event~~downturns; ~~that~~significant ~~can~~changes ~~give~~in ~~rise~~the tobusiness ~~termination~~strategies of producers or in the ~~proposed~~operations ~~transaction~~of customers; 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~~merger ~~transaction~~agreement and certain of 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 ~~common~~Stock ~~stock~~ or operating results; ~~economic~~certain ~~conditions,~~restrictions ~~particularly~~during ~~fluctuations in industrial production and consumption and~~ the ~~timing~~pendency ~~and extent~~ of ~~economic downturns; significant changes in~~ the ~~business~~proposed ~~strategies~~transaction ofthat ~~producers~~may orimpact in the ~~operations of the~~ Company’s ~~customers;~~ability ~~delivery~~to ~~failures~~pursue orcertain ~~hazards~~business ~~and~~opportunities ~~risks~~or ~~related~~strategic totransactions; the Company’s ~~operations~~ability ~~and~~to ~~the~~meet ~~hazardous~~expectations ~~materials~~regarding the ~~Company~~accounting ~~handles;~~and ~~potential~~tax ~~inability~~treatments toof ~~obtain~~the ~~adequate~~proposed ~~insurance coverage~~transaction; ~~increased~~and ~~competitive~~the ~~pressures,~~other ~~including~~factors asdescribed ain ~~result~~the ofCompany’s ~~competitor~~filings ~~consolidation;~~with ~~potential~~the ~~supply~~SEC. ~~chain~~For ~~disruptions;~~additional ~~significant~~information ~~changes~~concerning infactors ~~the~~that ~~pricing,~~could ~~demand~~cause actual results and ~~availability~~events ofto ~~chemicals;~~differ ~~potential~~materially ~~cybersecurity~~from ~~incidents~~those projected herein, ~~including~~please ~~security~~refer ~~breaches;~~to the Company’s ~~indebtedness,~~most ~~the~~recent ~~restrictions~~Annual ~~imposed~~Report ~~by,~~on ~~and~~Form ~~costs~~10-K ~~associated~~for ~~with,~~ the ~~Company’s~~fiscal ~~debt~~year ~~instruments~~ended December 31, 2022, and ~~its ability~~ to ~~obtain~~other ~~additional~~documents ~~financing;~~filed ~~the~~by ~~broad spectrum of laws and regulations that~~ the Company iswith ~~subject~~the toSEC, including ~~extensive~~subsequent ~~environmental,~~Current ~~health~~Reports ~~and~~on ~~safety~~Form ~~laws~~8-K and ~~regulations~~Quarterly ~~and~~Reports ~~changes~~on inForm ~~tax~~10-Q. ~~laws;~~We ancaution ~~inability~~you tothat ~~generate~~the ~~sufficient~~forward-looking ~~working~~information ~~capital;~~presented ~~transportation related challenges, including increases~~ in ~~transportation~~this ~~and~~communication ~~fuel~~is ~~costs,~~not ~~changes~~a inguarantee ~~the~~of ~~Company’s~~future ~~relationship~~events ~~with~~or ~~third party transportation providers~~results, and ~~ability~~that toactual ~~attract~~events ~~and~~or ~~retain~~results ~~qualified~~may ~~drivers;~~differ ~~accidents,~~materially ~~safety~~from ~~failures,~~those ~~environmental~~made ~~damage,~~in ~~and~~or ~~product~~suggested ~~quality~~by ~~issues;~~the ~~ongoing~~forward-looking ~~litigation,~~information ~~potential~~contained ~~product~~in this communication.

2Any forward-looking statements represent the Company’s views only as of the date of this communication and should not be relied upon as representing the Company’s views as of any subsequent date, and the Company undertakes no obligation, other than as may be required by law, to update any forward-looking statement.

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 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 Company’s definitive proxy statement filed by the Company with the SEC on May 2, 2023. 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.

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.

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: June 8, 2023

Univar Solutions Inc.

Date: July 21, 2023

Univar Solutions Inc.

/s/ ~~Noelle~~Alexa ~~J. Perkins~~Colin

~~Noelle~~Alexa ~~J. Perkins~~Colin

Senior Vice President, General Counsel and Secretary

Filing Compare · Univar Solutions Inc.