Merger, Univar Solutions caused Univar Solutions USA Inc. (the “Issuer”) to redeem all $454,030,000 in aggregate principal amount of the 5.125% Senior Notes due 2027 (the “Notes”) under that certain Indenture, dated as of November 22, 2019 (as supplemented by that certain First Supplemental Indenture, dated as of November 22, 2019, and as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, Univar Solutions, the subsidiary guarantors from time to time party thereto, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, relating to the Notes in accordance with the terms of the Indenture.
On the Closing Date, in connection with the consummation of the Merger, the Company caused to be repaid in full all amounts outstanding and terminated all commitments under its (a) Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), dated as of July 21, 2015, by and among the Issuer, Univar Netherlands Holdings B.V., Univar Solutions, Bank of America, N.A. and the other parties party thereto; and (b) Second Amended and Restated ABL Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ABL Credit Agreement”), dated as of October 27, 2022, by and among Univar Solutions, Univar Solutions Canada Ltd., Univar Netherlands Holding B.V., Bank of America, N.A. and the other parties party thereto.
Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The description contained in the Introductory Note above is incorporated by reference into this Item 2.01.
The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to Univar Solutions’ Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2023 and which is incorporated herein by reference.
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The descriptions contained in the Introductory Note, Item 2.01, Item 3.03, Item 5.01 and Item 5.03 of this Current Report on Form 8-K are incorporated by reference into this Item 3.01.
In connection with the consummation of the Merger, on the Closing Date, Univar Solutions notified the New York Stock Exchange (the “NYSE”) of the closing of the Merger and requested that the NYSE (a) suspend trading of the Common Stock, (b) remove the Common Stock from listing on the NYSE prior to the open of trading on the Closing Date and (c) file with the SEC on Form 25 a notification of delisting and/or deregistering of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Additionally, Univar Solutions intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of the Common Stock under the Exchange Act and the suspension of Univar Solutions’ reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03 |
Material Modification of Rights of Security Holders. |
The descriptions contained in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K are incorporated by reference into this Item 3.03.
In connection with the Merger and at the Effective Time, holders of Common Stock immediately prior to such time (other than holders of certain shares, as described in the Introductory Note) ceased to have any rights as stockholders in Univar Solutions other than their right to receive the Merger Consideration pursuant to the Merger Agreement.
3