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): November 12, 2019 (November 12, 2019)
 
Univar Solutions Inc.
(Exact name of registrant as specified in its charter)

					
Delaware	 	001-37443	 	26-1251958	
(State or other jurisdiction of
incorporation or organization)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
3075 Highland Parkway, Suite 200
Downers Grove, IL 60515
(Address of principal executive offices, including zip code)
(331) 777-6000
(Registrant’s telephone number, including area code)
Not applicable
(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 (see General Instruction A.2 below):

 	☐	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))	
Securities registered pursuant to Section 12(b) of the Act:
					
Title of each class	 	Trading
Symbol(s)	 	Name of each exchange
on which registered	
Common stock ($0.01 par value)	 	UNVR	 	New York Stock Exchange	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging Growth Company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 7.01	Regulation FD Disclosure.	
On November 12, 2019, Univar Solutions Inc. (the “Company”) issued a press release announcing that its wholly-owned subsidiary, Univar Solutions USA Inc. (“Univar Solutions USA”), intends to offer, subject to market and other conditions, $400.0 million in aggregate principal amount of new senior notes due 2027 (the “Notes”) in a private offering. The Notes will be senior unsecured obligations of Univar Solutions USA and will be guaranteed by the Company and certain of its domestic subsidiaries.
The Company intends to use the net proceeds from the proposed offering, together with cash on hand and the proceeds of the borrowing under a new USD term loan B facility, to (i) redeem all the outstanding aggregate principal amount of Univar Solutions USA’s 6.75% Senior Notes due 2023 (the “Existing Notes”), (ii) repay all the outstanding aggregate principal amount of the existing Euro term B-2 loan facility (the “Existing EUR Term Loan”) and (iii) pay any related fees and expenses incurred in connection with the foregoing. As of the date of this report, the outstanding aggregate principal amount of the Existing Notes and the Existing EUR Term Loan is $400 million and €350 million, respectively.
Univar Solutions USA has given notice of its intention to redeem all of the Existing Notes pursuant to the indenture governing the Existing Notes, at a redemption price equal to 101.688% of the principal amount thereof (or $1,016.88 per $1,000.00 in principal amount), plus accrued and unpaid interest to the date of redemption. The redemption of the Existing Notes is conditioned on the completion of an offering of new unsecured senior notes in an aggregate principal amount of at least $400.0 million (the “Financing Condition”). Univar Solutions USA may waive the Financing Condition in its sole discretion.
The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes and related guarantees in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The press release relating to the Notes offering is attached as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into those filings of the Company that provide for the incorporation of all reports and documents filed by the Company under the Exchange Act.

Item 9.01.	Financial Statements and Exhibits.	
(d) Exhibits
See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.

EXHIBIT INDEX
					
Exhibit
    No.    	 	 	Description	
 	 	 	 	 	
 	99.1	 	 	Press release issued by Univar Solutions Inc. dated November 12, 2019.	
 	 	 	 	 	
 	104	 	 	Cover Page Interactive Data File (embedded within the Inline XBRL document).	

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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.
Date: November 12, 2019
			
UNIVAR SOLUTIONS INC.	
 	 	 	
By:	 	/s/ Noelle J. Perkins	
Name:	 	Noelle J. Perkins	
Title:	 	Senior Vice President, General Counsel and Secretary	

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Exhibit 99.1

 
PRESS RELEASE	  		
		
 	  	FOR ADDITIONAL INFORMATION:
Investor Relations
Heather Kos
+1 844-632-1060
IR@univar.com	
		
	  	Media Relations
Dwayne Roark
+1 331-777-6031
mediarelations@univar.com	
Univar Solutions Announces Offering of $400 Million Senior Notes
Downers Grove, ILL., November 12, 2019 - Univar Solutions Inc. (NYSE: UNVR) (the “Company”), a leading global chemical and ingredient distributor and provider of value-added services, announced today that its wholly-owned subsidiary, Univar Solutions USA Inc. (“Univar Solutions USA”), intends to offer, subject to market and other conditions, $400.0 million in aggregate principal amount of new senior notes due 2027 (the “Notes”) in a private offering. The Notes will be senior unsecured obligations of Univar Solutions USA and will be guaranteed by the Company and certain of its domestic subsidiaries.
The Company intends to use the net proceeds from the proposed offering, together with cash on hand and the proceeds of the borrowing under a new USD term loan B facility, to (i) redeem all the outstanding aggregate principal amount of Univar Solutions USA’s 6.75% Senior Notes due 2023 (the “Existing Notes”), (ii) repay all the outstanding aggregate principal amount of the existing Euro term B-2 loan facility (the “Existing EUR Term Loan”) and (iii) pay any related fees and expenses incurred in connection with the foregoing. As of the date of this press release, the outstanding aggregate principal amount of the Existing Notes and the Existing EUR Term Loan is $400 million and €350 million, respectively.
Univar Solutions USA has given notice of its intention to redeem all of the Existing Notes pursuant to the indenture governing the Existing Notes, at a redemption price equal to 101.688% of the principal amount thereof (or $1,016.88 per $1,000.00 in principal amount), plus accrued and unpaid interest to the date of redemption. The redemption is conditioned on the completion of an offering of new unsecured senior notes in an aggregate principal amount of at least $400.0 million (the “Financing Condition”). Univar Solutions USA may waive the Financing Condition in its sole discretion.
The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes and related guarantees. Any offers of the Notes and related guarantees will be made only by means of a private offering memorandum. The Notes and related guarantees have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Univar Solutions Inc.
Univar Solutions Inc. (NYSE: UNVR) is a leading global chemical and ingredient distributor and provider of value-added services to customers across a wide range of industries. With the industry’s largest private transportation fleet and North American sales force, a vast supplier network, deep market and regulatory knowledge, world-class formulation and recipe development, unparalleled logistics know-how, and industry-leading digital tools, Univar Solutions is a committed ally to customers and suppliers, helping them anticipate, navigate, and leverage meaningful growth opportunities.
Note Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. A discussion of other factors that could cause results to vary is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 and other reports filed with the Securities and Exchange Commission. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
 
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