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):  May 26, 2015

NEXEO SOLUTIONS HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (281) 297-0700

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 26, 2015, Nexeo Solutions, LLC (“Solutions”), the operating subsidiary of Nexeo Solutions Holdings, LLC (“Holdings” and together with Solutions, the “Company”), entered into a lease agreement with Ryder Truck Rental, Inc.(“Ryder”) for transportation equipment (the “Agreement”).  John Williford, a member of Holdings’ Board of Directors, was the President, Global Supply Chain Solutions for Ryder System, Inc., a company affiliated with Ryder, from June 2008 until his retirement on March 31, 2015.  The Agreement will result in the replacement of a significant portion of the Company’s current private fleet and enhance the Company’s delivery capabilities.  The Agreement covers approximately 200 vehicles, has a term of seven years and requires minimum annual payments of approximately $5.5 million per year.  The Company expects the Agreement to be classified as a capital lease under generally accepted accounting principles.

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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.

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