Page 14 of 22 – SEC Filing
Subscription Agreement
In connection with the proposed business combination between WL Ross Holding Corp. (WL Ross Holding) and Nexeo Solutions Holdings, LLC pursuant to
the Agreement and Plan of Merger, dated as of March 21, 2016 (the Business Combination), on May 23, 2016, WL Ross Holding entered into a subscription agreement (the Subscription Agreement) with WL Ross Sponsor LLC
(WLRS) and FPA, on behalf of certain of its investment advisory clients, pursuant to which FPA purchased 18,260,000 shares of WL Ross Holdings common stock on a private placement basis (the PIPE Shares) for $10 per
share. The closing of the transactions pursuant to the Subscription Agreement were subject to certain material contingencies, including WL Ross Holding obtaining the required approvals from its stockholders for the proposals related to the Business
Combination. All such material contingencies were satisfied on June 8, 2016, the Business Combination closed on June 9, 2016, and in connection with the closing of the Business Combination, WL Ross Holding changed its name to Nexeo
Solutions, Inc.
FPA allocated the PIPE Shares to the accounts of certain of its investment advisory clients, including FPA Crescent Fund and the Managed
Accounts. The PIPE Share holdings of FPA Crescent Fund and the Managed Accounts are detailed in a chart in Item 5 below and such information is incorporated into this Item 4 by reference.
In addition, pursuant to the Subscription Agreement, WLRS transferred to FPA 2,509,819 shares of Common Stock designated as Founder Shares from the 12,506,250
Founder Shares that WLRS received at the time of the Issuers initial public offering. FPA allocated the Founder Shares received pursuant to the Subscription Agreement to certain investment advisory clients, including FPA Crescent Fund and the
Managed Accounts. The Founder Share holdings of FPA Crescent Fund and the Managed Accounts are detailed in a chart in Item 5 below and such information is incorporated into this Item 4 by reference.
The Founder Shares are subject to certain restrictions on transfer (the Share Price Restrictions), including: (i) with respect to 50% of the
Founder Shares, such shares cannot be transferred unless the last sale price of the Issuers Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period, and (ii) with respect to the remaining 50% of the Founder Shares, such shares cannot be transferred unless the last sale price of the Issuers Common Stock equals or exceeds $15 per share (as
adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period. If such Share Price Restrictions have not been satisfied, the Founder Shares must be forfeited to the
Issuer on the tenth anniversary of the consummation of the Business Combination.
Furthermore, pursuant to the Subscription Agreement, WLRS transferred to
WLRS Fund I LLC (WLRS Fund), a Delaware limited liability company formed and controlled by WLRS and in which investment advisory clients of FPA are members and own a 99.9% economic interest, an additional 1,256,166 Founder Shares (the
LLC Founder Shares) and 225,533 newly issued shares of the Issuers Common Stock that WLRS received in exchange for a portion of its private placement warrants (the LLC Exchange Shares). Transfers of the LLC Founder
Shares are subject to the Share Price Restrictions described above, and pursuant to the Subscription Agreement, the LLC Founder Shares and the LLC Exchange Shares are subject to
Subscription Agreement
In connection with the proposed business combination between WL Ross Holding Corp. (WL Ross Holding) and Nexeo Solutions Holdings, LLC pursuant to
the Agreement and Plan of Merger, dated as of March 21, 2016 (the Business Combination), on May 23, 2016, WL Ross Holding entered into a subscription agreement (the Subscription Agreement) with WL Ross Sponsor LLC
(WLRS) and FPA, on behalf of certain of its investment advisory clients, pursuant to which FPA purchased 18,260,000 shares of WL Ross Holdings common stock on a private placement basis (the PIPE Shares) for $10 per
share. The closing of the transactions pursuant to the Subscription Agreement were subject to certain material contingencies, including WL Ross Holding obtaining the required approvals from its stockholders for the proposals related to the Business
Combination. All such material contingencies were satisfied on June 8, 2016, the Business Combination closed on June 9, 2016, and in connection with the closing of the Business Combination, WL Ross Holding changed its name to Nexeo
Solutions, Inc.
FPA allocated the PIPE Shares to the accounts of certain of its investment advisory clients, including FPA Crescent Fund and the Managed
Accounts. The PIPE Share holdings of FPA Crescent Fund and the Managed Accounts are detailed in a chart in Item 5 below and such information is incorporated into this Item 4 by reference.
In addition, pursuant to the Subscription Agreement, WLRS transferred to FPA 2,509,819 shares of Common Stock designated as Founder Shares from the 12,506,250
Founder Shares that WLRS received at the time of the Issuers initial public offering. FPA allocated the Founder Shares received pursuant to the Subscription Agreement to certain investment advisory clients, including FPA Crescent Fund and the
Managed Accounts. The Founder Share holdings of FPA Crescent Fund and the Managed Accounts are detailed in a chart in Item 5 below and such information is incorporated into this Item 4 by reference.
The Founder Shares are subject to certain restrictions on transfer (the Share Price Restrictions), including: (i) with respect to 50% of the
Founder Shares, such shares cannot be transferred unless the last sale price of the Issuers Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period, and (ii) with respect to the remaining 50% of the Founder Shares, such shares cannot be transferred unless the last sale price of the Issuers Common Stock equals or exceeds $15 per share (as
adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period. If such Share Price Restrictions have not been satisfied, the Founder Shares must be forfeited to the
Issuer on the tenth anniversary of the consummation of the Business Combination.
Furthermore, pursuant to the Subscription Agreement, WLRS transferred to
WLRS Fund I LLC (WLRS Fund), a Delaware limited liability company formed and controlled by WLRS and in which investment advisory clients of FPA are members and own a 99.9% economic interest, an additional 1,256,166 Founder Shares (the
LLC Founder Shares) and 225,533 newly issued shares of the Issuers Common Stock that WLRS received in exchange for a portion of its private placement warrants (the LLC Exchange Shares). Transfers of the LLC Founder
Shares are subject to the Share Price Restrictions described above, and pursuant to the Subscription Agreement, the LLC Founder Shares and the LLC Exchange Shares are subject to