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): September 7, 2012
NEXEO SOLUTIONS HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 333-179870-02 | 27-4328676 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 9303 New Trails Drive, Suite 400 The Woodlands, Texas |
77381 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (281) 297-0700
(Former name or former 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)) |
| Item 3.02. | Unregistered Sales of Equity Securities. |
On September 7, 2012, Nexeo Solutions Holdings, LLC (the “Company”) issued a total of 45,454,545 Series A-2 Units to TPG Accolade, L.P. (“TPG”) for an aggregate offering price of $50 million. The Company issued the Series A-2 Units to TPG in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, based on certain representations and warranties received from TPG.
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.
| NEXEO SOLUTIONS HOLDINGS, LLC | ||
| By: | /s/ Michael B. Farnell, Jr. | |
| Michael B. Farnell, Jr. | ||
| Executive Vice President and Chief Legal Officer | ||
Dated: September 7, 2012