8-K
filed August 1, 2023, 7:59 PM ET
CIK 0001494319
M&A
confidence high
sentiment neutral
materiality 1.00
Univar Solutions Inc.: M&A transaction — Apollo Funds complete $36.15/share acquisition of Univar Solutions; stock delisted
Univar Solutions Inc.
- Apollo Funds and ADIA acquire Univar Solutions for $36.15 per share in cash; all outstanding shares converted.
- Univar Solutions common stock (UNVR) delisted from NYSE as of August 1, 2023; reporting obligations to be suspended.
- All prior directors resigned; Samuel Feinstein and Stanislav Shamayev appointed to the board.
- All equity awards cashed out; $454M of 5.125% Senior Notes due 2027 redeemed and credit facilities terminated.
- Company continues as Univar Solutions under Apollo ownership; David Jukes remains CEO.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Jukes resigned as Director at Univar Solutions Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Christopher D. Pappas, David Jukes, Joan A. Braca, Mark J. Byrne, Daniel P. Doheny, Rhonda Germany, Varun Laroyia, Stephen D. Newlin, Kerry J. Preete and Robert L. Wood each resigned from and ceased to be members of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stanislav Shamayev was appointed as Director at Univar Solutions Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following directors were appointed to the Board: Samuel Feinstein and Stanislav Shamayev.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joan A. Braca resigned as Director at Univar Solutions Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Christopher D. Pappas, David Jukes, Joan A. Braca, Mark J. Byrne, Daniel P. Doheny, Rhonda Germany, Varun Laroyia, Stephen D. Newlin, Kerry J. Preete and Robert L. Wood each resigned from and ceased to be members of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel P. Doheny resigned as Director at Univar Solutions Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Christopher D. Pappas, David Jukes, Joan A. Braca, Mark J. Byrne, Daniel P. Doheny, Rhonda Germany, Varun Laroyia, Stephen D. Newlin, Kerry J. Preete and Robert L. Wood each resigned from and ceased to be members of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark J. Byrne resigned as Director at Univar Solutions Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Christopher D. Pappas, David Jukes, Joan A. Braca, Mark J. Byrne, Daniel P. Doheny, Rhonda Germany, Varun Laroyia, Stephen D. Newlin, Kerry J. Preete and Robert L. Wood each resigned from and ceased to be members of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert L. Wood resigned as Director at Univar Solutions Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Christopher D. Pappas, David Jukes, Joan A. Braca, Mark J. Byrne, Daniel P. Doheny, Rhonda Germany, Varun Laroyia, Stephen D. Newlin, Kerry J. Preete and Robert L. Wood each resigned from and ceased to be members of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rhonda Germany resigned as Director at Univar Solutions Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Christopher D. Pappas, David Jukes, Joan A. Braca, Mark J. Byrne, Daniel P. Doheny, Rhonda Germany, Varun Laroyia, Stephen D. Newlin, Kerry J. Preete and Robert L. Wood each resigned from and ceased to be members of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen D. Newlin resigned as Director at Univar Solutions Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Christopher D. Pappas, David Jukes, Joan A. Braca, Mark J. Byrne, Daniel P. Doheny, Rhonda Germany, Varun Laroyia, Stephen D. Newlin, Kerry J. Preete and Robert L. Wood each resigned from and ceased to be members of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Samuel Feinstein was appointed as Director at Univar Solutions Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following directors were appointed to the Board: Samuel Feinstein and Stanislav Shamayev.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Varun Laroyia resigned as Director at Univar Solutions Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Christopher D. Pappas, David Jukes, Joan A. Braca, Mark J. Byrne, Daniel P. Doheny, Rhonda Germany, Varun Laroyia, Stephen D. Newlin, Kerry J. Preete and Robert L. Wood each resigned from and ceased to be members of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher D. Pappas resigned as Director at Univar Solutions Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Christopher D. Pappas, David Jukes, Joan A. Braca, Mark J. Byrne, Daniel P. Doheny, Rhonda Germany, Varun Laroyia, Stephen D. Newlin, Kerry J. Preete and Robert L. Wood each resigned from and ceased to be members of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kerry J. Preete resigned as Director at Univar Solutions Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Christopher D. Pappas, David Jukes, Joan A. Braca, Mark J. Byrne, Daniel P. Doheny, Rhonda Germany, Varun Laroyia, Stephen D. Newlin, Kerry J. Preete and Robert L. Wood each resigned from and ceased to be members of the board of directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Univar Solutions Inc.: Bylaws amended and restated in their entirety in connection with the merger.
- Change
- bylaw amendment
Exact text from the filing
Univar Solutions’ certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Univar Solutions Inc.: Certificate of incorporation amended and restated in its entirety in connection with the merger.
- Change
- charter amendment
Exact text from the filing
Univar Solutions’ certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Univar Solutions Inc. underwent a change of control involving Apollo Global Management, Inc. and Abu Dhabi Investment Authority for $36.15 per share in cash (closed 2023-08-01).
- Action
- change of control
- Counterparty
- Apollo Global Management, Inc. and Abu Dhabi Investment Authority
- Consideration
- $36.15 per share in cash
- Closing
- 2023-08-01
Exact text from the filing
below) and (d) shares subject to time-based vesting, forfeiture or other lapse restrictions (“ Restricted Share Awards ”)) converted automatically into the right to receive $36.15 per share in cash, without interest, subject to any required tax withholding (the “ Merger Consideration ”). Additionally, at the Effective Time, each share of common stock, par
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Univar Solutions Inc. terminated Indenture with U.S. Bank Trust Company, National Association, as trustee valued at $454,030,000 in aggregate principal amount.
- Action
- termination
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association, as trustee
- Value
- $454,030,000 in aggregate principal amount
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Univar Solutions Inc. terminated Credit Agreement with Bank of America, N.A..
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Bank of America, N.A.
Exact text from the filing
the Company caused to be repaid in full all amounts outstanding and terminated all commitments under its (a) Credit Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Univar Solutions Inc. terminated ABL Credit Agreement with Bank of America, N.A..
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Bank of America, N.A.
Exact text from the filing
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.
View on SEC.gov
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