Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Nexeo Solutions Holdings, LLC | d496306dex991.htm |
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): March 5, 2013
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 7.01. | Regulation FD Disclosure. |
On March 5, 2013, Nexeo Solutions Holdings, LLC (the “Company”) will make a presentation to certain lenders under the Company’s existing credit facilities. The Company intends to provide the following information with respect to the twelve months ended December 31, 2012:
| • | Pro forma for the full contribution of Nexeo Plaschem, a joint venture with Beijing PlasChem Trading Co., Ltd., as if it occurred on January 1, 2012, Management Adjusted EBITDA for the twelve months ended December 31, 2012 was approximately $162.0 million. |
Pro forma Management Adjusted EBITDA for the twelve months ended December 31, 2012 reflects 100% of the results of Nexeo Plaschem. The Company currently owns 60% of Nexeo Plaschem.
Pro forma Management Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of pro forma Management Adjusted EBITDA to pro forma net income is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 to Form 8-K, the information contained in this current report, including Exhibit 99.1 hereto, is being “furnished” with the Securities and Exchange Commission and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Reconciliation of Non-GAAP Measure. | |
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: March 5, 2013
EXHIBIT DESCRIPTION
| Exhibit |
Description | |
| 99.1 | Reconciliation of Non-GAAP Measure. | |