Page 15 of 22 – SEC Filing
certain restrictions on transfer detailed in that Shareholders and Registration Rights Agreement, dated March 21, 2016, among WL Ross Holding, WLRS and Nexeo Holdco, LLC (the
Stockholders Agreement). Pursuant to such restrictions, without the prior written consent of TPG Global, LLC and WLRS (collectively, the Sponsors), the LLC Founder Shares and the LLC Exchange Shares cannot be
transferred during the first six months following the closing of the Business Combination (the Lock-Up Period), and then, subject to any permitted underwritten offerings pursuant to the Stockholders Agreement and other permitted
transfers, cannot be transferred through the earlier of 12 months following the expiration of the Lock-Up Period or such time as the Sponsors no longer hold 50% of their initial ownership of the Issuers Common Stock.
FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund because FPA is the investment adviser of members of WLRS Fund,
including FPA Crescent Fund and the Managed Accounts, and such members have an approval right with respect to transfers of the securities of the Issuer held by WLRS Fund pursuant to the limited liability company operating agreement of WLRS Fund (the
LLC Agreement). As members of WLRS Fund, FPA Crescent Fund and the Managed Accounts may also be deemed to share investment power over the securities of the Issuer held by WLRS Fund due to such approval right. Pursuant to the LLC
Agreement, at any time following the lapse of the transfer restrictions on the LLC Founder Shares and the LLC Exchange Shares, each member of WLRS Fund may elect by written notice to the Manager of WLRS Fund to receive a distribution of such
unrestricted LLC Founder Shares and LLC Exchange Shares up to such members pro rata portion of its respective membership percentage.
The
Subscription Agreement provides that shares of the Issuers Common Stock beneficially owned by FPA and its affiliates will be subject to a lock-up commencing from May 23, 2016, and ending 180 days after the closing of the transactions
pursuant to the Subscription Agreement, which occurred on June 9, 2016.
The foregoing description of the Subscription Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is incorporated by reference as Exhibit 99.2, and is incorporated herein by reference.
Registration Rights Agreement
On May 23, 2016, WL
Ross Holding also entered into a Registration Rights Agreement with WLRS and FPA, on behalf of certain of its clients (the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, within 15 business days following
the consummation of the Business Combination, the Issuer will file with the Securities and Exchange Commission (the SEC) a shelf registration statement relating to the resale of the PIPE Shares, Founder Shares, LLC Founder Shares and LLC
Exchange Shares (collectively, the Registrable Securities) received pursuant to the Subscription Agreement. Pursuant to the Registration Rights Agreement, the Issuer will use its reasonable best efforts to keep such shelf registration
statement continuously effective until the date as of which all Registrable Securities have been sold pursuant to the shelf registration statement or another registration statement is filed.
certain restrictions on transfer detailed in that Shareholders and Registration Rights Agreement, dated March 21, 2016, among WL Ross Holding, WLRS and Nexeo Holdco, LLC (the
Stockholders Agreement). Pursuant to such restrictions, without the prior written consent of TPG Global, LLC and WLRS (collectively, the Sponsors), the LLC Founder Shares and the LLC Exchange Shares cannot be
transferred during the first six months following the closing of the Business Combination (the Lock-Up Period), and then, subject to any permitted underwritten offerings pursuant to the Stockholders Agreement and other permitted
transfers, cannot be transferred through the earlier of 12 months following the expiration of the Lock-Up Period or such time as the Sponsors no longer hold 50% of their initial ownership of the Issuers Common Stock.
FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund because FPA is the investment adviser of members of WLRS Fund,
including FPA Crescent Fund and the Managed Accounts, and such members have an approval right with respect to transfers of the securities of the Issuer held by WLRS Fund pursuant to the limited liability company operating agreement of WLRS Fund (the
LLC Agreement). As members of WLRS Fund, FPA Crescent Fund and the Managed Accounts may also be deemed to share investment power over the securities of the Issuer held by WLRS Fund due to such approval right. Pursuant to the LLC
Agreement, at any time following the lapse of the transfer restrictions on the LLC Founder Shares and the LLC Exchange Shares, each member of WLRS Fund may elect by written notice to the Manager of WLRS Fund to receive a distribution of such
unrestricted LLC Founder Shares and LLC Exchange Shares up to such members pro rata portion of its respective membership percentage.
The
Subscription Agreement provides that shares of the Issuers Common Stock beneficially owned by FPA and its affiliates will be subject to a lock-up commencing from May 23, 2016, and ending 180 days after the closing of the transactions
pursuant to the Subscription Agreement, which occurred on June 9, 2016.
The foregoing description of the Subscription Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is incorporated by reference as Exhibit 99.2, and is incorporated herein by reference.
Registration Rights Agreement
On May 23, 2016, WL
Ross Holding also entered into a Registration Rights Agreement with WLRS and FPA, on behalf of certain of its clients (the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, within 15 business days following
the consummation of the Business Combination, the Issuer will file with the Securities and Exchange Commission (the SEC) a shelf registration statement relating to the resale of the PIPE Shares, Founder Shares, LLC Founder Shares and LLC
Exchange Shares (collectively, the Registrable Securities) received pursuant to the Subscription Agreement. Pursuant to the Registration Rights Agreement, the Issuer will use its reasonable best efforts to keep such shelf registration
statement continuously effective until the date as of which all Registrable Securities have been sold pursuant to the shelf registration statement or another registration statement is filed.