Page 14 of 19 – SEC Filing
Amendment No. 3 to Schedule 13D
The following constitutes Amendment No. 3 (Amendment No. 3) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC, FPA Crescent Fund, a series of FPA Funds Trust, FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC, FPA Select Drawdown Fund, L.P., FPA Select Fund, a series of FPA Hawkeye Fund, LLC, FPA
Value Partners Fund, a series of FPA Hawkeye Fund, LLC, J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark Landecker on June 20, 2016, as amended by Amendment No. 1 filed on August 24, 2017, and Amendment No. 2 filed
on September 20, 2017. This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of Schedule
13D is supplemented and superseded, as the case may be, as follows:
On September 17, 2018, Univar Inc. (Parent), Pilates Merger Sub I
Corp (Merger Sub I), Pilates Merger Sub II LLC (Merger Sub II) and the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement), which, among other things, provides for the merger of Merger Sub I
with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement, followed by the merger of the surviving
corporation with and into Merger Sub II, with Merger Sub II continuing as the surviving company (together, the Mergers), upon the terms and subject to the conditions set forth in the Merger Agreement.
In connection with the Merger Agreement, on September 17, 2018, FPA, FPA Crescent Fund, FPA Global Opportunity, FPA Value Partners, FPA Select Drawdown,
FPA Select, FPA Select Maple, FPA Select II (collectively, the Sponsor Group) and Parent entered into a Sponsor Support Agreement (the Sponsor Support Agreement). Pursuant to the Sponsor Support Agreement, the Sponsor Group
agreed that promptly following the time at which the registration statement filed in connection with the Mergers becomes effective and in any event within 24 hours of such time, the Sponsor Group will cause a shareholder written consent to be
executed and delivered with respect to 22,015,301 shares of Common Stock beneficially owned by members of the Sponsor Group (the Written Consent Shares) in favor of the adoption of the Merger Agreement. The Sponsor Group also agreed,
until the delivery of such shareholder written consent, to use their respective best efforts to cause an additional 3,512,386 shares of Common Stock beneficially owned by the Sponsor Group to be transferred such that they are held directly on the
Issuers books in a manner that would permit them to be included in that shareholder written consent. Further, the Sponsor Group agreed that as promptly as practicable following the time at which the definitive consent solicitation statement is
mailed to the holders of the Issuers Common Stock for approval of the Merger Agreement, the Sponsor Group will use best efforts to cause the applicable custodians or intermediaries to deliver to the Issuer a duly executed affirmative written
consent in favor of the adoption of the Merger Agreement with respect to additional shares of Common Stock beneficially owned by members of the Sponsor Group up to a total of 25,527,687 shares of Common Stock when aggregated with the Written Consent
Shares (such aggregate amount, the Subject Shares).
Further, FPA agreed that from the date of the Sponsor Support Agreement until the
termination of the Sponsor Support Agreement in accordance with its terms (the Covered Period), at any meeting of the Issuers shareholders or in any other action proposed to be taken by written consent of the Issuers
shareholders, the Sponsor Group will appear (in person or by proxy) at such meeting and cause all of the Subject Shares to be counted as present thereat for purposes of calculating a quorum and shall affirmatively vote (or cause to be voted) all
such Subject Shares in favor of, or, if action is to be taken by written consent in lieu of a meeting, deliver to the Issuer a duly executed affirmative written consent in favor of (to the extent applicable), (i) the adoption of the Merger
Agreement, (ii) any proposal to adjourn the meeting to solicit additional proxies in favor of the adoption of the Merger Agreement and the approval of the Mergers if there are not sufficient votes to adopt the Merger Agreement and approve the
Mergers on the date on which the Issuers shareholder meeting is held, and (iii) any other action, proposal, transaction or agreement the approval of which is required to ensure the timely consummation of the Mergers provided that the
members of the Sponsor Group shall have no obligation to consent to or vote in favor of any action, proposal, transaction or agreement pursuant to this clause (iii) if the underlying action or transaction is not conditioned upon the occurrence
of the Closing (as defined in the Merger Agreement).
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Amendment No. 3 to Schedule 13D
The following constitutes Amendment No. 3 (Amendment No. 3) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC, FPA Crescent Fund, a series of FPA Funds Trust, FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC, FPA Select Drawdown Fund, L.P., FPA Select Fund, a series of FPA Hawkeye Fund, LLC, FPA
Value Partners Fund, a series of FPA Hawkeye Fund, LLC, J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark Landecker on June 20, 2016, as amended by Amendment No. 1 filed on August 24, 2017, and Amendment No. 2 filed
on September 20, 2017. This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of Schedule
13D is supplemented and superseded, as the case may be, as follows:
On September 17, 2018, Univar Inc. (Parent), Pilates Merger Sub I
Corp (Merger Sub I), Pilates Merger Sub II LLC (Merger Sub II) and the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement), which, among other things, provides for the merger of Merger Sub I
with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement, followed by the merger of the surviving
corporation with and into Merger Sub II, with Merger Sub II continuing as the surviving company (together, the Mergers), upon the terms and subject to the conditions set forth in the Merger Agreement.
In connection with the Merger Agreement, on September 17, 2018, FPA, FPA Crescent Fund, FPA Global Opportunity, FPA Value Partners, FPA Select Drawdown,
FPA Select, FPA Select Maple, FPA Select II (collectively, the Sponsor Group) and Parent entered into a Sponsor Support Agreement (the Sponsor Support Agreement). Pursuant to the Sponsor Support Agreement, the Sponsor Group
agreed that promptly following the time at which the registration statement filed in connection with the Mergers becomes effective and in any event within 24 hours of such time, the Sponsor Group will cause a shareholder written consent to be
executed and delivered with respect to 22,015,301 shares of Common Stock beneficially owned by members of the Sponsor Group (the Written Consent Shares) in favor of the adoption of the Merger Agreement. The Sponsor Group also agreed,
until the delivery of such shareholder written consent, to use their respective best efforts to cause an additional 3,512,386 shares of Common Stock beneficially owned by the Sponsor Group to be transferred such that they are held directly on the
Issuers books in a manner that would permit them to be included in that shareholder written consent. Further, the Sponsor Group agreed that as promptly as practicable following the time at which the definitive consent solicitation statement is
mailed to the holders of the Issuers Common Stock for approval of the Merger Agreement, the Sponsor Group will use best efforts to cause the applicable custodians or intermediaries to deliver to the Issuer a duly executed affirmative written
consent in favor of the adoption of the Merger Agreement with respect to additional shares of Common Stock beneficially owned by members of the Sponsor Group up to a total of 25,527,687 shares of Common Stock when aggregated with the Written Consent
Shares (such aggregate amount, the Subject Shares).
Further, FPA agreed that from the date of the Sponsor Support Agreement until the
termination of the Sponsor Support Agreement in accordance with its terms (the Covered Period), at any meeting of the Issuers shareholders or in any other action proposed to be taken by written consent of the Issuers
shareholders, the Sponsor Group will appear (in person or by proxy) at such meeting and cause all of the Subject Shares to be counted as present thereat for purposes of calculating a quorum and shall affirmatively vote (or cause to be voted) all
such Subject Shares in favor of, or, if action is to be taken by written consent in lieu of a meeting, deliver to the Issuer a duly executed affirmative written consent in favor of (to the extent applicable), (i) the adoption of the Merger
Agreement, (ii) any proposal to adjourn the meeting to solicit additional proxies in favor of the adoption of the Merger Agreement and the approval of the Mergers if there are not sufficient votes to adopt the Merger Agreement and approve the
Mergers on the date on which the Issuers shareholder meeting is held, and (iii) any other action, proposal, transaction or agreement the approval of which is required to ensure the timely consummation of the Mergers provided that the
members of the Sponsor Group shall have no obligation to consent to or vote in favor of any action, proposal, transaction or agreement pursuant to this clause (iii) if the underlying action or transaction is not conditioned upon the occurrence
of the Closing (as defined in the Merger Agreement).
