EFTA01369727.pdf

t 1068 HOLDINGMP WL Ross Holding Corp. acquired Nexeo Solutions from nexeo- TPG Capital for $1.64bn yr Deutsche Bank served as the Transaction overview Company and business highlights lead Equity Capital Markets • On March 21, 2016. WL Ross Holding Corp. and Nexeo announced the • Nexeo Solutions is a leading global chemicals distributor that distributes Advisor. Term Loan Lead signing of a definer* merger agreement. whereby WLRH mnll acquire Nexeo 23.000+ products for 1.300k suppliers and repackages them for 27.500+ Arranger and ABL Lead Arranger at an enterprise value of $1.64bn. representing 8.3x CY2016E Adjusted customers al 170 locations through its 2.450 employees for WL Ross Holding Corp. EBITDA of $198 million • 2016LTM operating revenue of $3.6bn and adjusted EBITDA from continuing (-WLRH') on its $1.64bn — Transaction vote occurred on June 8. 2016 and closed on Juno 9, 2016 operations up -28%% Y-o-Y to 5189mm acquisition of Nexeo Solutions - Projected FY2016E EBITDA of $195mm and FY2017E EBITDA of • On May 18. 2016. upsizod its debt from 3630mm term loan to 3655mm ('Nexeo") 3213mm, with continued meaningful top-line growth • Drew $113 million from a $575 million ABL facility; representing a PF leverage ratio of 4.4x net debt to CY2015A EBITDA • Nexeo is well-positioned for growth and has potential to be a platform for In June 2014. Deutsche Bank consolidation through accretive M8A opportunities since the industry remains • Nexeo Solutions is a leading global distributor of chemicals. plastics and acted as the lead left bookrunner environmental services. and is owned by TPG Capital fragmented and the chemical distributions space remains underpenetrated on WLRH's $50Ornm IPO, which • Significant margin expansion opportunity through cost reduction. mix - TPG will retain a -41% pro forma equity stake and remain invested is the largest post- financial crisis enhancement and scalabilay • After the deal, Wilbur Ross will become the Chairman of the public Nexeo US SPAC • Nexeo is currently a public filer and has 10K, 100 filings CO EDGAR • To align interests and prevent day 1 dilution. 12.5mm founder shares were bo restructured to vest 50% at $12.50 per share and 50% at $15.00 per share • Low exposure to the oil & gas sector and FX - WIRKs sponsor warrants also exchanged into 2.2mm common shares • Average length of supplier and customer relationships of 20+ years • This represents the largest post-financial crisis de-SPAC transaction • Industry leader with an entrenched global footprint that can boast of next day Illustrative PF Valuation's' • Third largest chemical deal of the year and solidifies OBS leading chemical service to 99% of customers with 99% on-time delivery distribution franchise after leading the Univar IPO in 2015 PF shares (mm) 824 Market positioning and growth opportunities Investment highlights Total equity value 5823.7 Leading Player in Fragmented and Consolidating Market with Only Handful of PF net debt 818 0 Global Players al Plastics and 03 Chemicals Distributor In North America 0 0 0 0 0 0 0 Pro-forma enterprise Si 641.7 univno men S 24% value Attractive Industry Structure with Favorable Grosslh Tie-is Enterprise value / 8.3x pul &Mc. 21% CY 2016E Adj. Diversified Product Offerings to Broad Range of EndMarkets 9% 19% t Top 3 as % of Market: 39% Top 3 as% of Market: 64% Extensive Distribution Network and Leading Logistical Capabilities Defensible Market Position Poised to Realize Growth Asset-Light High Touch Business Model —Strong Free Cash Roo Generation of 87.2% and Robust Operating Leverage Highly Actionable Organic and Acquisition Growth Initiatives neY.F.ta saitimmitommaii Er:emi:co: kalS Experienced management team rylinnweAl Executor. Deutsche Bank Is) Shares outstanding and worm:arra totaleguity Value include 5 7mm TPG deferred snares 41 Source Pude cures, Sloomberg Wee Snot Research Corporate Banking Z. Securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062162 CONFIDENTIAL SDNY_GM_00208346 EFTA01369727