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EX-1.1 - EXHIBIT 1.1 - Univar Solutions Inc.exhibit11.htm

 
 

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): December 15, 2016 (December 12, 2016)
 
 

Univar Inc.
(Exact name of registrant as specified in its charter)
 
 

 
 
 
 
 
 
Delaware
 
001-37443
 
26-1251958
(State or other jurisdiction
of incorporation)
 
(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)
Registrant’s telephone number, including area code: (331) 777-6000
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:
 
¨
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))
 
 
 





 Item 8.01
 Other Events
 On December 12, 2016, Univar Inc. (the “Company”), certain of the Company’s stockholders, including investment funds affiliated with Clayton, Dubilier & Rice LLC and Dahlia Investments Pte. Ltd., an indirect wholly owned subsidiary of Temasek Holdings (Private) Limited, (collectively, the “Selling Stockholders”) and Goldman, Sachs & Co. (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, subject to and upon terms and conditions set forth therein, 12,500,000 shares of the Company’s common stock.
 The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
 
 
 
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
 
 
 
 
Exhibit
Number
 
Description
 
 
1.1
 
Underwriting Agreement, dated December 12, 2016, among Univar Inc., the selling stockholders named therein and Goldman, Sachs & Co.






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
Date: December 15, 2016
 
 
 
Univar Inc.
 
 
 
 
 
 
 
 
By:
 
/s/ Stephen N. Landsman
 
 
 
 
Name:
 
Stephen N. Landsman
 
 
 
 
Title:
 
Executive Vice President, General Counsel and Secretary