10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to            

Commission File Number: 001-36477

NEXEO SOLUTIONS, INC.

(Exact name of registrant as specified in its charter) 

Delaware	46-5188282
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3 Waterway Square Place, Suite 1000 The Woodlands, Texas	77380
(Address of principal executive offices)	(Zip Code)

(281) 297-0700

(Registrant’s telephone number, including area code)

WL Ross Holding Corp.

1166 Avenue of the Americas

New York, New York 10036

December 31

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer   x
Non-accelerated filer  o (Do not check if a smaller reporting company)	Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  ý

As of August 4, 2016, there were 89,286,936 shares of the Company’s common stock issued and outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
Forward Looking Statements		5
Item 1. Financial Statements (unaudited)		7
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Operations	8
	Condensed Consolidated Statements of Comprehensive Income (Loss)	9
	Condensed Consolidated Statements of Equity	10
	Condensed Consolidated Statements of Cash Flows	11
	Notes to Condensed Consolidated Financial Statements	13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		50
Item 3. Quantitative and Qualitative Disclosures About Market Risk		74
Item 4. Controls and Procedures		76
PART II—OTHER INFORMATION		77
Item 1. Legal Proceedings		77
Item 1A. Risk Factors		78
Item 2. Unregistered Sales of Equity Securities And Use of Proceeds		78
Item 3. Defaults Upon Senior Securities		78
Item 4. Mine Safety Disclosures		78
Item 5. Other Information		78
Item 6. Exhibits		80

2

Glossary

The following terms and abbreviations appearing in the text of this report have the meanings indicated below.

2016 LTIP	The Nexeo Solutions, Inc. 2016 Long Term Incentive Plan approved by the shareholders of the Company on June 8, 2016
ABL Agent	Bank of America, N.A., as administrative and collateral agent of the New ABL Facility
ABL Borrowers	Holdings, Sub Holding and Solutions together with Nexeo Solutions Canada Corporation
ADA Purchase Agreement	Ashland Distribution Acquisition purchase agreement
ASC	The FASB Accounting Standards Codification
Ashland	Ashland Inc. and its affiliates
ASU	Accounting Standards Update issued by the FASB
Blocker	TPG Accolade Delaware, L.P.
Blocker Merger	The merger of Blocker Merger Sub into Blocker on June 9, 2016, immediately following the Company Merger, with Blocker continuing as the surviving entity
Blocker Merger Sub	Neon Acquisition Company LLC, which was a wholly-owned subsidiary of WLRH at the time of the Blocker Merger
Business Combination	The business combination between WLRH and Holdings pursuant to the Merger Agreement, which was consummated on June 9, 2016
CAD	Canadian dollar
Canadian Tranche	Canadian tranche of the New ABL Facility
Closing Date	June 9, 2016
Company / Successor	Nexeo Solutions, Inc. f/k/a WL Ross Holding Corp.
Company Merger	The merger of Company Merger Sub with and into Holdings consummated on June 9, 2016, with Holdings continuing as the surviving entity
Company Merger Sub	Neon Holding Company LLC, which was a wholly-owned subsidiary of WLRH at the time of the Company Merger
Deferred Cash Consideration	The deferred payment to be made in cash to the Selling Equityholders pursuant to the Merger Agreement, where such deferred cash payments will generally be in an amount equal to the Company’s prevailing stock price at the time that the Company pays such deferred cash payments multiplied by the number of Excess Shares or as otherwise set forth in the Merger Agreement
Director Founder Shares	30,000 original Founders Shares were transferred to the Company’s prior independent directors
DTSC	United States Department of Toxic Substances Control
EBITDA	Earnings before interest, tax, depreciation and amortization
EMEA	Europe, Middle East and Africa
EPS	Earnings or loss per share
Excess Shares	The 5,654,960 shares of common stock used to calculate the Deferred Cash Consideration payable to the Selling Equityholders pursuant to the Merger Agreement
Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FILO Tranche	$30.0 million tranche within the New ABL Facility for non-Canadian foreign subsidiaries to issue loans and letters of credit
Founder Shares	The 12,506,250 shares of common stock issued to Sponsor at the time of the IPO
GDP	Gross domestic product
Holdings	Nexeo Solutions Holdings, LLC
IPO	The initial public offering of WLRH, consummated on June 11, 2014
Issuers	Nexeo Solutions Finance Corporation and Solutions, collectively
Merger Agreement	Agreement and Plan of Merger, as amended, by and among WLRH, Blocker Merger Sub, Company Merger Sub, Holdings, Blocker, and New Holdco dated as of March 21, 2016
Mergers	The Company Merger and the Blocker Merger, collectively

3

NASDAQ	NASDAQ Stock Market
New ABL Facility	Asset-based credit facility pursuant to that certain asset-based credit agreement by and among the ABL Borrowers, the ABL Agent, the lenders party thereto and the other parties thereto
New Credit Facilities	New ABL Facility and New Term Loan Facility, collectively
New Holdco	Nexeo Holdco, LLC
New Term Loan Facility	Term loan credit facility pursuant to that certain credit agreement by and among Holdings, Solutions, Sub Holding, the Term Agent, the other agents party thereto and the lenders party thereto
Nexeo Plaschem	Nexeo Plaschem (Shanghai) Co., Ltd., a wholly-owned subsidiary of the Company
NLRB	United States National Labor Relations Board
Notes	Predecessor 8.375% Senior Subordinated Notes due 2018
Performance-Based Units	Units within the Predecessor Equity Plan that vest in accordance with a performance-based schedule
Predecessor	Holdings and its subsidiaries for the periods prior to the Closing Date
Predecessor ABL Facility	Holdings asset-based loan facility which was terminated in connection with the Business Combination
Predecessor Credit Facilities	Predecessor ABL Facility and Predecessor Term Loan Facility, collectively
Predecessor Equity Plan	Predecessor restricted equity plan
Predecessor Term Loan Facility	Holdings’ senior secured term loan facility which was terminated in connection with the Business Combination
PSLRA	Private Securities Litigation Reform Act of 1995
PSU	Performance share unit issued under the 2016 LTIP
RMB	Chinese renminbi
Ryder	Ryder Truck Rental, Inc.
Ryder Lease	Lease Agreement entered into by and between the Predecessor and Ryder in May 2015 for certain transportation equipment
SAFE	People’s Republic of China State Administration of Foreign Exchange
SEC	Securities and Exchange Commission
Selling Equityholders	The holders of equity interests in Holdings (other than Blocker) and the holders of equity interests in Blocker, in each case, as of the time immediately prior to the Business Combination
Solutions	Nexeo Solutions, LLC
Sponsor	WL Ross Sponsor LLC, the sponsor entity of WLRH prior to the Business Combination.
Sub Holding	Nexeo Solutions Sub Holding Corp.
Term Agent	Bank of America, N.A. as administrative agent and collateral agent of the New Term Loan Facility
Time-Based Units	Units within the Predecessor’s Equity Plan
TPG	TPG Capital, L.P. together with its affiliates, including TPG Accolade
TPG Accolade	TPG Accolade, L.P.
TRA	The Tax Receivable Agreement entered into in connection with the Business Combination, by and between the Company and the Selling Equityholders, dated as of June 9, 2016
U.S.	United States of America
U.S. GAAP	United States generally accepted accounting principles
U.S. Tranche	United States tranche of the New ABL Facility
WLRH	WL Ross Holding Corp.

4

Forward-Looking Statements

Certain information and statements contained in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of the PSLRA codified at Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. This statement is included for purposes of complying with the safe harbor provisions of the PSLRA. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical facts. These statements may be identified, without limitation, by the use of forward-looking terminology such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “could,” “would” and similar expressions. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties, and we urge you not to place undue reliance on any forward-looking statements, which reflect management’s current expectations and assumptions about future events, and which are based on currently available information as to the timing and outcome of future events. Certain forward-looking statements are included in this Quarterly Report on Form 10-Q, principally in the section captioned “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2015 filed on January 14, 2016, in our Form 8-K filed on June 15, 2016, our Registration Statement on Form S-3 filed on June 23, 2016 and within the information incorporated by reference therein.

Each of the forward-looking statements included in or incorporated by reference in this Quarterly Report on Form 10-Q speaks only as of the date on which that statement is made. We expressly disclaim any obligation to update or revise any forward-looking statement, all of which are expressly qualified in their entirety by this cautionary statement, whether as a result of new information, future events or otherwise. Historical results are not necessarily indicative of the results expected for any future period.

We believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors and cautionary language discussed or incorporated by reference in this Quarterly Report on Form 10-Q provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in our forward-looking statements, including among other things:

• the benefits of the Business Combination;

• our future financial performance;

• changes in the markets in which we compete;

• our ability to grow and manage profitability; maintain relationships with suppliers; obtain adequate supply of products and retain our key employees;

• our ability to enter into alliances and complete acquisitions of other businesses;

• the outcome of any known and unknown litigation; and

• other statements preceded by, followed by or that include the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “plan,” “may,” “will,” “could,” “would” or similar words and expressions.

These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from any expected future results, performance, or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These risks and uncertainties include, but are not limited to:

• the ability to maintain the listing of our common stock on NASDAQ;

• the risk that the Business Combination will disrupt plans and operations;

5

• the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability to maximize the business of the Predecessor, and the ability of the business to grow and manage growth profitably;

• costs related to the Business Combination;

• changes in applicable laws or regulations;

• the inability to profitably expand into new markets;

• the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and

• other risks and uncertainties indicated in this Quarterly Report on Form 10-Q, including those in Part II under “Item1A. Risk Factors.”

6

PART I

Item 1. Financial Statements

Nexeo Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited, in millions, except share amounts and par value)

	Successor			Predecessor
	June 30, 2016			September 30, 2015
Current Assets
Cash and cash equivalents	$	38.6		$	127.7
Accounts and notes receivable (net of allowance for doubtful accounts of $0.1 million and $3.8 million, respectively)	475.9			508.7
Inventories	321.5			325.1
Other current assets	21.8			22.0
Total current assets	857.8			983.5
Non-Current Assets
Property, plant and equipment, net	339.1			231.2
Goodwill	693.4			373.7
Deferred income taxes	1.6			0.3
Other intangible assets, net of amortization	216.2			111.4
Other non-current assets	9.9			8.8
Total non-current assets	1,260.2			725.4
Total Assets	$	2,118.0		$	1,708.9
Current Liabilities
Short-term borrowings and current portion of long-term debt and capital lease obligations	$	50.0		$	72.4
Accounts payable	313.6			326.6
Accrued expenses and other liabilities	47.9			63.9
Income taxes payable	1.3			2.5
Total current liabilities	412.8			465.4
Non-Current Liabilities
Long-term debt and capital lease obligations, less current portion, net	780.6			854.4
Deferred income taxes	39.8			91.5
Due to related party pursuant to contingent consideration obligations	142.2			—
Other non-current liabilities	5.4			12.6
Total non-current liabilities	968.0			958.5
Total Liabilities	1,380.8			1,423.9
Commitments and contingencies (see Note 13)
Equity
Preferred stock, $0.0001 par value (1,000,000 shares authorized, none issued and outstanding as of June 30, 2016)	—			—
Common stock, $0.0001 par value (300,000,000 shares authorized, 89,222,418 shares issued and outstanding as of June 30, 2016)	—			—
Additional paid-in capital	757.7			—
Series A membership interest	—			490.4
Series B membership interest	—			5.1
Accumulated deficit	(18.3		)	(162.9		)
Accumulated other comprehensive loss	(2.2		)	(47.6		)
Total equity	737.2			285.0
Total Liabilities and Equity	$	2,118.0		$	1,708.9

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7

Nexeo Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited, in millions, except share and per share data)

	Successor						Predecessor
	Three Months Ended   June 30, 2016			Nine Months Ended   June 30, 2016			April 1 Through June 8, 2016			October 1, 2015 Through June 8, 2016			Three Months Ended   June 30, 2015			Nine Months Ended   June 30, 2015
Sales and operating revenues	$	214.3		$	214.3		$	650.2		$	2,340.1		$	988.8		$	3,019.3
Cost of sales and operating expenses	195.5			195.5			574.8			2,068.2			877.5			2,716.8
Gross profit	18.8			18.8			75.4			271.9			111.3			302.5
Selling, general and administrative expenses	19.1			19.2			57.5			208.9			82.9			248.5
Transaction related costs	15.9			18.0			26.1			33.4			—			0.1
Change in fair value of contingent consideration obligations	(2.3		)	(2.3		)	—			—			—			—
Operating income (loss)	(13.9		)	(16.1		)	(8.2		)	29.6			28.4			53.9
Other income	—			—			0.3			2.9			8.4			9.1
Interest income (expense)
Interest income	0.3			0.9			—			0.1			—			0.1
Interest expense	(3.2		)	(3.2		)	(11.2		)	(42.3		)	(16.2		)	(48.9		)
Income (loss) from continuing operations before income taxes	(16.8		)	(18.4		)	(19.1		)	(9.7		)	20.6			14.2
Income tax expense (benefit)	(1.3		)	(1.3		)	1.1			4.2			1.8			2.7
Net income (loss) from continuing operations	(15.5		)	(17.1		)	(20.2		)	(13.9		)	18.8			11.5
Net income (loss) from discontinued operations, net of tax	—			—			—			0.1			—			(0.8		)
Net income (loss)	$	(15.5	)	$	(17.1	)	$	(20.2	)	$	(13.8	)	$	18.8		$	10.7
Net loss per share available to common shareholders
Basic and diluted	$	(0.45	)	$	(0.81	)
Weighted average number of common shares outstanding
Basic and diluted	34,072,056			21,241,897

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

8

Nexeo Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, in millions)

	Successor						Predecessor
	Three Months Ended   June 30, 2016			Nine Months Ended   June 30, 2016			April 1 Through June 8, 2016			October 1, 2015 Through June 8, 2016			Three Months Ended   June 30, 2015		Nine Months Ended   June 30, 2015
Net income (loss)	$	(15.5	)	$	(17.1	)	$	(20.2	)	$	(13.8	)	$	18.8	$	10.7
Unrealized foreign currency translation gain (loss), net of tax	(2.2		)	(2.2		)	(3.4		)	(4.0		)	5.3		(19.6		)
Unrealized gain on interest rate hedges, net of tax	—			—			0.1			0.3			—		0.1
Other comprehensive income (loss), net of tax	(2.2		)	(2.2		)	(3.3		)	(3.7		)	5.3		(19.5		)
Total comprehensive income (loss), net of tax	(17.7		)	(19.3		)	(23.5		)	(17.5		)	24.1		(8.8		)
Comprehensive loss attributable to noncontrolling interest, net of tax	—			—			—			—			—		0.1
Total comprehensive income (loss) attributable to Predecessor and Successor, net of tax (1)	$	(17.7	)	$	(19.3	)	$	(23.5	)	$	(17.5	)	$	24.1	$	(8.7	)

⁽¹⁾    The tax effects for each component presented are not material.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

9

Nexeo Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited, in millions, except share amounts)

	Series A Membership Interest		Series B Membership Interest			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance at September 30, 2015, Predecessor	$	490.4	$	5.1		$	(162.9	)	$	(47.6	)	$	285.0
Repurchases of membership units	—		(0.1		)	—			—			(0.1		)
Equity-based compensation	—		2.7			—			—			2.7
Comprehensive loss:
Net loss	—		—			(13.8		)	—			(13.8		)
Other comprehensive loss	—		—			—			(3.7		)	(3.7		)
Balance at June 8, 2016, Predecessor	$	490.4	$	7.7		$	(176.7	)	$	(51.3	)	$	270.1

	Common Stock				Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	Shares		Amount
Balance at September 30, 2015, Successor	14,853,927		$	—	$	6.2		$	(1.2	)	$	—		$	5.0
Reclassification of shares previously subject to redemption	14,168		—		0.1			—			—			0.1
Net loss	—		—		—			(0.1		)	—			(0.1		)
Balance December 31, 2015	14,868,095		—		6.3			(1.3		)	—			5.0
Reclassification of shares previously subject to redemption	150,231		—		1.5			—			—			1.5
Net loss	—		—		—			(1.5		)	—			(1.5		)
Balance March 31, 2016	15,018,326		—		7.8			(2.8		)	—			5.0
Reclassification of shares previously subject to redemption	47,512,924		—		475.2			—			—			475.2
Redeemed shares	(29,793,320	)	—		(298.5		)	—			—			(298.5		)
Warrant conversion	2,240,000		—		—			—			—			—
Private placement shares issued May 23, 2016	23,492,306		—		234.9			—			—			234.9
Shares issued to Selling Equityholders	27,673,604		—		276.7			—			—			276.7
Fair value equity contribution from Sponsor in the form of Founder Shares transferred to Selling Equityholders	—		—		30.2			—			—			30.2
Shares issued for advisory services and deferred underwriting fees	3,078,578		—		30.8			—			—			30.8
Fair value equity contribution from Sponsor in the form of Founder Shares transferred to directors for services rendered	—		—		0.3			—			—			0.3
Equity-based compensation	—		—		0.3			—			—			0.3
Comprehensive loss:
Net loss	—		—		—			(15.5		)	—			(15.5		)
Other comprehensive loss	—		—		—			—			(2.2		)	(2.2		)
Balance at June 30, 2016, Successor	89,222,418		$	—	$	757.7		$	(18.3	)	$	(2.2	)	$	737.2

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

10

Nexeo Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited, in millions)

	Successor			Predecessor
	Nine Months Ended   June 30, 2016			October 1, 2015 Through June 8, 2016			Nine Months Ended June 30, 2015
Cash flows from operating activities
Net income (loss) from continuing operations	$	(17.1	)	$	(13.9	)	$	11.5
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	4.3			37.7			39.6
Debt issuance costs and original issue discount amortization	(0.4		)	6.1			6.5
Non-cash transaction costs	12.8			—			—
Provision for bad debt	0.1			1.2			0.3
Inventory impairment	—			—			1.6
Deferred income taxes	(1.9		)	1.1			2.0
Equity-based compensation charges	0.3			2.7			0.9
Change in fair value of contingent consideration obligations	(2.3		)	—			—
Gain on sale of property and equipment	—			(2.0		)	(1.0		)
Gain on debt extinguishment, net	—			(0.6		)	—
Changes in operating assets and liabilities:
Accounts and notes receivable	(6.0		)	34.4			77.3
Inventories	7.0			8.4			10.9
Other current assets	2.8			(4.1		)	6.5
Accounts payable	(27.3		)	13.4			(63.2		)
Related party payable	—			(0.3		)	(1.6		)
Accrued expenses and other liabilities	(2.6		)	(9.7		)	4.0
Changes in other operating assets and liabilities, net	0.3			(4.9		)	(1.7		)
Net cash provided by (used in) operating activities from continuing operations	(30.0		)	69.5			93.6
Net cash provided by (used in) operating activities from discontinued operations	—			0.1			(0.6		)
Net cash provided by (used in) operating activities	(30.0		)	69.6			93.0
Cash flows from investing activities
Additions to property and equipment	(1.4		)	(14.2		)	(27.3		)
Proceeds from the disposal of property and equipment	—			2.4			2.3
Proceeds withdrawn from trust account	501.1			—			—
Cash consideration paid for Business Combination, net of cash acquired	(360.6		)	—			—
Net cash provided by (used in) investing activities	139.1			(11.8		)	(25.0		)
Cash flows from financing activities
Proceeds from issuance of common stock	234.9			—			—
Redemption of common stock	(298.5		)	—			—
Proceeds from Sponsor convertible note and Sponsor promissory note	0.7			—			—
Repayment of Sponsor convertible notes and Sponsor promissory note	(1.0		)	—			—
Repurchases of membership units	—			(0.1		)	—
Tax distributions associated with membership interests	—			—			(0.1		)
Purchase of additional equity interest in Nexeo Plaschem	—			—			(34.3		)
Proceeds from short-term debt	4.9			20.9			36.9
Repayment of short-term debt	(1.7		)	(17.1		)	(47.6		)
Proceeds from issuance of long-term debt	823.6			292.1			494.3
Repayment of long-term debt and capital lease obligations	(41.0		)	(417.3		)	(514.6		)
Repayment of Predecessor long-term debt	(767.3		)	—			—
Cash paid for debt issuance costs	(25.3		)	—			—
Net cash used in financing activities	(70.7		)	(121.5		)	(65.4		)
Effect of exchange rate changes on cash and cash equivalents	—			0.3			(1.8		)
Increase (decrease) in cash and cash equivalents	38.4			(63.4		)	0.8
Cash and cash equivalents at the beginning of the period	0.2			127.7			88.2
Cash and cash equivalents at the end of the period	$	38.6		$	64.3		$	89.0

11

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	7.2	$	32.9	$	39.6
Cash paid during the period for taxes	$	1.5	$	3.4	$	4.0
Supplemental disclosure of non-cash operating activities:
Non-cash payment of deferred underwriting fees	$	18.3	$	—	$	—
Supplemental disclosure of non-cash investing activities:
Non-cash capital expenditures, including capital leases	$	1.2	$	16.5	$	2.3

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Nexeo Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited, currencies in millions, except per share amounts)

1. Basis of Presentation and Nature of Operations

Basis of Presentation

Nexeo Solutions, Inc. (together with its subsidiaries, the “Company”) is the result of the business combination between WLRH and Holdings.  WLRH was incorporated in Delaware on March 24, 2014 and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. WLRH completed its IPO in June 2014, raising approximately $500.0 million in cash proceeds. WLRH neither engaged in any operations nor generated any revenue prior to the Business Combination.

On the Closing Date, WLRH and Holdings consummated the Business Combination, pursuant to the Merger Agreement. In connection with the closing of the Business Combination, WLRH changed its name from “WL Ross Holding Corp.” to “Nexeo Solutions, Inc.” and changed the ticker symbol for its common stock on NASDAQ from “WLRH” to “NXEO”.

WLRH was identified as the acquirer for accounting purposes and Holdings was identified as the acquiree and accounting predecessor.  The Company’s financial statement presentation distinguishes a “Predecessor” for the periods prior to the Closing Date.  WLRH, which includes Holdings for periods subsequent to the Business Combination, was subsequently renamed Nexeo Solutions, Inc. and is the “Successor” for periods after the Closing Date. The acquisition was accounted for as a business combination using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting for the assets and liabilities of Holdings that is based on the fair value of net assets acquired and liabilities assumed.  See Note 3 for further discussion of the Business Combination.  As a result of the application of the acquisition method of accounting as of the Closing Date, the condensed consolidated financial statements for the Predecessor period and for the Successor period are presented on a different basis and are, therefore, not comparable.

On the Closing Date, the Company’s Board of Directors approved a change in WLRH’s fiscal year-end from December 31 to September 30.  As a result of this change and the Business Combination, the condensed consolidated financial statements presented within this 10-Q include the transition period from October 1, 2015 through June 30, 2016.

The Successor periods in the condensed consolidated financial statements as of June 30, 2016 and for the three and nine months ended June 30, 2016 includes 22 days (June 9, 2016 through June 30, 2016) of the combined operating results, as well as the full three and nine months ended June 30, 2016 of WLRH’s operating results, which reflect its financial activity including transaction costs and equity structure changes in preparation of the consummation of the Business Combination. Operating results during the three and nine months ended June 30, 2015 for WLRH were not significant or meaningful and therefore are not presented in the condensed consolidated statements of operations. Operating results for the Predecessor for the three and nine months ended June 30, 2015 are presented as they are reflective of the ongoing operations of the acquired business.

           The Predecessor periods in the condensed consolidated financial statements represent the operating results of Holdings and its subsidiaries prior to the Business Combination.

           The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the rules and regulations of the SEC.  As such, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as disclosed herein) considered necessary for a fair statement have been included.  Results of operations for the periods presented herein are not necessarily indicative of results to be expected for the fiscal year ending 2016.  Financial data presented herein should be read in conjunction with the information included in or incorporated by reference into the Company’s Form 8-K filed on June 15, 2016 and Form 8-K/A filed on June 15, 2016.

           The consolidated financial data as of September 30, 2015 presented in these unaudited condensed consolidated financial statements were derived from the Predecessor’s audited consolidated financial statements, but do not include all disclosures required by U.S. GAAP.

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Nature of Operations

The Company is a global distributor of chemicals products in North America and Asia and plastics products in North America, EMEA and Asia. In connection with the distribution of chemicals products, the Company provides value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development.  The Company also provides environmental services, including waste collection, recovery and arrangement for disposal services and recycling in North America, primarily in the U.S., through its Environmental Services line of business. The Predecessor was a distributor of composites products in North America until July 1, 2014, when these operations were sold and as a result, activity associated with these operations is reflected as discontinued operations for all periods presented.

The Company connects a network of approximately 1,300 suppliers with a diverse base of approximately 27,500 customers. The Company offers its customers products used in a broad cross-section of end markets including household, industrial and institutional, lubricants, performance coatings (including architectural coatings, adhesives, sealants and elastomers), automotive, healthcare, personal care, oil and gas and construction. The Company distributes approximately 23,000 products into over 80 countries through a supply chain consisting of approximately 170 owned, leased or third-party warehouses, rail terminals and tank terminals globally. The Company has a private fleet of over 1,000 units, including tractors and trailers, primarily located in North America.

The Company currently employs approximately 2,550 employees globally.    

2. Significant Accounting Policies and Recent Accounting Pronouncements

Significant Accounting Policies

The Predecessor’s significant accounting policies are substantially the same as those of the Company presented below.

Principles of Consolidation

The accompanying condensed consolidated financial statements include all the accounts of the Company and all wholly-owned subsidiaries in which it maintains control. Significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates, Risks, and Uncertainties

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include:

• the fair value of assets acquired and liabilities assumed in a business combination;

• the assessment of recoverability of long lived assets, including property and equipment, goodwill and intangible assets, income taxes, reserves and environmental remediation;

• the estimated useful lives of intangible and depreciable assets;

• the grant date fair value of equity-based awards;

• the recognition, measurement and valuation of current and deferred income taxes;

• the recognition and measurement of contingent consideration related to the TRA liability; and

• the recognition and measurement of contingent consideration related to the Deferred Cash Consideration.

Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions.

The Company’s financial instruments exposed to concentration of credit risk consist primarily of cash and cash equivalents. Although the Company deposits cash with multiple banks, these deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may generally be redeemed upon demand and bear minimal risks.

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No single customer accounted for more than 10.0% of revenues for any line of business, or on a consolidated basis, for each of the periods reported. The Company has two suppliers that each account for between 10% and 13% of consolidated purchases for the Successor and Predecessor periods in the current fiscal year. In the prior fiscal periods presented, the Predecessor had one supplier that accounted for approximately 13% of consolidated purchases.

Cash and Cash Equivalents

All highly liquid temporary investments with original maturities of three months or less are considered to be cash equivalents.

Accounts and Notes Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded net of discounts and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers and generally does not require collateral from its customers. The Company’s accounts receivable in the U.S. and Canada are collateral under the New Credit Facilities.

The Company records an allowance for doubtful accounts as a best estimate of the amount of probable credit losses for accounts receivable. On a recurring basis, the Company reviews this allowance and considers factors such as customer credit, past transaction history with the customer and changes in customer payment terms when determining whether the collection of a receivable is reasonably assured. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Receivables are charged off against the allowance for doubtful accounts when it is probable a receivable will not be recovered.

Certain customers of Nexeo Plaschem are allowed to remit payment during a period of time ranging from 30 days up to nine months. These notes receivables, which are supported by banknotes issued by large banks in China on behalf of these customers, are included in Accounts and notes receivable on the Company's condensed consolidated balance sheets and totaled $7.0 million at June 30, 2016 for the Successor and $4.5 million at September 30, 2015 for the Predecessor, respectively.

The allowance for doubtful accounts was $0.1 million at June 30, 2016 for the Successor and $3.8 million at September 30, 2015 for the Predecessor. Bad debt expense, a component of Selling, general and administrative expenses in the condensed consolidated statements of operations, totaled $0.1 million for the three and nine months ended June 30, 2016 for the Successor, $0.1 million and $1.2 million for the periods from April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and net recoveries of $0.4 million and expenses of $0.3 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively.

Inventories

Inventories are carried at the lower of cost or market using the weighted average cost method. The Company’s inventories in the U.S. and Canada are collateral under the New Credit Facilities.

Goodwill and Intangibles

The Company had goodwill of $693.4 million at June 30, 2016 associated with the Business Combination. The Predecessor had goodwill of $373.7 million at September 30, 2015 resulting from previous acquisitions. The purchase consideration of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The estimated fair values are determined after review and consideration of relevant information including discounted cash flows, quoted market prices and estimates made by management. To the extent that the purchase consideration exceeds the fair value of the net identifiable tangible and intangible assets acquired, such excess is allocated to goodwill.

The Company had other intangible assets, net of amortization, of $216.2 million at June 30, 2016 consisting of customer relationships and the trade name. These intangible assets are amortized on a straight-line basis over their estimated useful lives, including customer relationships which are amortized over 12 years and the trade name is amortized over four years. The Predecessor had other intangible assets, net of amortization, of $111.4 million at September 30, 2015 consisting of leasehold improvements, customer-related intangibles, supplier-related intangibles, non-compete agreements and certain trademarks and trade names.

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Property, Plant and Equipment

Property, plant and equipment includes plants and buildings, machinery and equipment and software and computer equipment. Property, plant and equipment acquired or constructed in the normal course of business are initially recorded at cost. Property and equipment acquired in business combinations are initially recorded at their estimated fair value. Property, plant and equipment are depreciated by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their economic useful life or their lease term. The range of useful lives used to depreciate property, plant and equipment is as follows:

	Successor	Predecessor
	Estimated Useful Lives (years)	Estimated Useful Lives (years)
Plants and buildings	5-35	5-35
Machinery and equipment	2-30	2-30
Software and computer equipment	3-10	3-10

Repairs and maintenance expenditures that do not extend the useful life of the asset are charged to expense as incurred. Major expenditures for replacements and significant improvements that increase asset values or extend useful lives are capitalized. The carrying amounts of assets that are sold or retired and the related accumulated depreciation are removed from the accounts in the year of disposal, and any resulting gain or loss is reflected in the condensed consolidated statements of operations.

Leases

The Company leases certain property, plant and equipment in the ordinary course of business. The leases are classified as either capital leases or operating leases. Assets under capital leases are included in Property, plant and equipment, net in the condensed consolidated balance sheets and are depreciated over the lesser of the lease term or the useful life of the assets. Capital lease obligations are included in Short-term borrowings, current portion of long-term debt and capital lease obligations and Long-term debt and capital lease obligations, less current portion, net in the condensed consolidated balance sheets. Generally, lease payments under capital leases are recognized as interest expense and a reduction of the capital lease obligations. Lease payments under operating leases are recognized as an expense in the condensed consolidated statements of operations on a straight-line basis over the lease term.

Impairment of Goodwill and Other Long-lived Assets

Goodwill.  Goodwill is tested for impairment annually as of March 31 and whenever events or circumstances make it more likely than not that an impairment may have occurred. Goodwill is reviewed for impairment at the reporting unit level, which is defined as operating segments or groupings of businesses one level below the operating segment level. The Company’s operating segments are the same as the reporting units used in its goodwill impairment test. Goodwill is tested for impairment by comparing the estimated fair value of a reporting unit, determined using a market approach if market prices are available or alternatively, a discounted cash flow model, with its carrying value. The annual evaluation of goodwill requires the use of estimates about future operating results, valuation multiples and discount rates of each reporting unit to determine their estimated fair value. Changes in these assumptions can materially affect these estimates. Once an impairment of goodwill has been recorded, it cannot be reversed. No goodwill impairment was recognized during any of the periods presented.

Other Long-Lived Assets. Property, plant and equipment and other intangibles with definite lives are tested for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. When an impairment test is performed and the undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset. The factors considered by management in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors.

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Debt Issuance Costs

Costs associated with the revolving credit facility are recorded as debt issuance costs, which are included in Other non-current assets in the condensed consolidated balance sheets and are being amortized as interest expense over the contractual lives of the related agreements. Costs associated with non-revolving debt facilities are recorded as a reduction of the long-term debt, and are amortized as interest expense over the contractual lives of the related agreements. See Notes 4 and 7.

Commitments, Contingencies and Environmental Costs 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Gain contingencies are not recorded until management determines it is certain that the future event will become or is realized.

Liabilities for environmental remediation costs are recognized when environmental assessments or remediation are probable and the associated costs can be reasonably estimated. Generally, the timing of these provisions coincides with the commitment to a formal plan of action or, if earlier, the divestment or closure of the relevant sites. The amount recognized reflects management’s best estimate of the expenditures expected to be required. Actual environmental expenditures that relate to current or future revenues are expensed or capitalized as appropriate. Actual expenditures that relate to an existing condition caused by past operations and that do not impact future earnings are expensed. 

Ashland agreed to retain known environmental remediation liabilities and other environmental remediation liabilities for releases of hazardous materials occurring prior to March 31, 2011, which Ashland received notice prior to March 31, 2016. See Note 13.

Earnings or Loss per Share of Successor

Basic EPS which excludes dilution, is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common shares and the proceeds from such activities, if any, were used to acquire shares of common stock at the average market price during the reporting period. During a net loss period, the assumed exercise of in-the-money stock options and unvested stock has an anti-dilutive effect, and therefore such potential shares are excluded from the diluted EPS computation.

Per share information is based on the weighted average number of common shares outstanding during each period for the basic computation and, if dilutive, the weighted average number of potential common shares resulting from the assumed conversion of outstanding stock options, unvested stock and unvested stock units for the diluted computation.

For both the three and nine months ended June 30, 2016, there were 12,476,250 Founder Shares that were not included in the computation because market conditions were not yet satisfied and 1,547,500 PSU awards that were not included in the computation of diluted shares outstanding because performance targets and/or market conditions were not yet met for these awards. Diluted shares outstanding also did not include 25,012,500 shares based on the exercise of 50,025,000 outstanding out-of-the-money warrants as their impact on the Company’s net loss is anti-dilutive for both the three and nine months ended June 30, 2016.

The Predecessor was organized as a limited liability company, therefore EPS for the predecessor periods was not applicable.

Concentrations of Credit Risk

All of the Company’s financial instruments involve elements of credit and market risk. The most significant portion of this credit risk relates to nonperformance by counterparties. To manage counterparty risk associated with financial instruments, the Company selects and monitors counterparties based on its assessment of their financial strength and on credit ratings, if available.

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Foreign Currency

The reporting currency of the Company is the U.S. dollar. With few exceptions, the local currency is the functional currency for the Company's foreign subsidiaries. In consolidating the results of operations, income and expense accounts are translated into U.S. dollars at average exchange rates in effect during the period and asset and liability accounts are translated at period-end exchange rates. Translation gains or losses are recorded in the foreign currency translation component in Accumulated other comprehensive income (loss) in shareholders’ equity and are included in net earnings only upon sale or liquidation of the underlying foreign subsidiary or affiliated company.

Transactions undertaken in currencies other than the functional currency of a subsidiary are translated using the exchange rate in effect as of the transaction date and give rise to foreign currency transaction gains and losses. Foreign currency transaction gains and losses are recorded as a component of Selling, general and administrative expenses. Net foreign currency transaction losses from various currencies were $0.4 million for the three and nine months ended June 30, 2016 for the Successor. Net foreign currency transaction losses were $1.3 million and $1.6 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and $0.3 million and $0.9 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively.

Revenue Recognition

Revenues are recognized when persuasive evidence of an arrangement exists, products are shipped and title is transferred or services are provided to customers, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for product sales is recognized at the time title and risk of loss transfer to the customer, based on the terms of the sale. For products delivered under the Company’s standard shipping terms, title and risk of loss transfer when the product is delivered to the customer’s delivery site. For sales transactions designated Freight on Board shipping point, the customer assumes risk of loss and title transfers at the time of shipment. Deferred revenues may result from (i) delivery delays for products delivered under the Company’s standard shipping terms or (ii) from other arrangements with its customers. Sales are reported net of tax assessed by qualifying governmental authorities.

The Company is generally the primary obligor in sales transactions with its customers, retains inventory risk during transit and assumes credit risk for amounts billed to its customers. Accordingly, the Company recognizes revenue primarily based on the gross amount billed to its customers. In sales transactions where the Company is not the primary obligor and does not retain inventory risk, the Company recognizes revenue on a net basis by recognizing only the commission the Company retains from such sales and including that commission in sales and operating revenues in the condensed consolidated statements of operations.

Consistent with industry standards, the Company may offer volume-based rebates to large customers if the customer purchases a specified volume with the Company over a specified time period. The determination of these rebates at an interim date involves management judgment. As a result, the Company’s revenues may be affected if a customer earns a rebate toward the end of a year that the Company had not expected or if its estimate of customer purchases are less than expected. The Company has the experience and access to relevant information that the Company believes are necessary to reasonably estimate the amounts of such deductions from gross revenues. The Company regularly reviews the information related to these estimates and adjusts its reserves accordingly if and when actual experience differs from previous estimates. The Company recognizes the rebate obligation as a reduction of revenue based on its estimate of the total volume of purchases from a given customer over the specified period of time. Customer rebates totaled $0.6 million for the three and nine months ended June 30, 2016 for the Successor. Customer rebates totaled $1.1 million and $4.0 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor and $1.1 million and $3.9 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively.  Customer rebates due to customers were $3.6 million at June 30, 2016 for the Successor and $4.0 million at September 30, 2015 for the Predecessor.  These payables are included in Accrued expenses and other liabilities in the condensed consolidated balance sheets.

Supplier Rebates

Certain of the Company's vendor arrangements provide for purchase incentives based on the Company achieving a specified volume of purchases. The Company records the volume-based purchase incentives as a reduction of inventory costs (and related cost of sales) based on its purchases to date and its estimates of purchases for the remainder of the calendar year. The Company receives these incentives in the form of rebates that are payable only when the Company's purchases equal or exceed the relevant calendar year target. Supplier rebates are recorded as a reduction of inventory costs and accrued as part of cost of sales for products sold based on progress towards earning the supplier rebates, taking into consideration cumulative

18

purchases of inventory to date and projected purchases through the end of the applicable calendar year. Supplier rebates totaled $0.5 million for the three and nine months endedJune 30, 2016 for the Successor. Supplier rebates totaled $1.8 million and $6.5 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and $3.4 million and $11.2 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively. Supplier rebates due to the Company were $2.4 million at June 30, 2016 for the Successor and $3.4 million at September 30, 2015 for the Predecessor. These receivables are included in Accounts and notes receivable in the condensed consolidated balance sheets.

Shipping and Handling

All shipping and handling amounts billed to customers are included in revenues. Costs incurred related to the shipping and handling of products are included in cost of sales.

Expense Recognition

Cost of sales include material and production costs, as well as the costs of inbound and outbound freight, purchasing and receiving, inspection, warehousing, internal transfers and all other distribution network costs. Selling, general and administrative expenses include sales and marketing costs, advertising, research and development, customer support, environmental remediation and administrative costs. Because products and services are generally sold without any extended warranties, liabilities for product warranties are not significant. There were no material advertising expenses for each of the three and nine months ended June 30, 2016 for the Successor. Advertising expenses totaled $0.5 million and $1.3 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and $0.4 million and $1.7 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively. There were no material research and development expenses incurred during any of the periods presented.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The provision for income taxes includes income taxes paid, currently payable or receivable, and those deferred. 

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of the net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

The Predecessor was organized as a limited liability company and was taxed as a partnership for U.S. income tax purposes. As such, with the exception of a limited number of state and local jurisdictions, the Predecessor was not subject to U.S. income taxes. Accordingly, the members of the Predecessor reported their share of the Predecessor’s taxable income on their respective U.S. federal tax returns. The Predecessor’s sole active U.S. corporate subsidiary, Sub Holding, was subject to tax at the entity level in the U.S. The net earnings for financial statement purposes differed from taxable income reportable by the Predecessor to the members as a result of differences between the tax basis and financial reporting basis of certain assets and liabilities and other factors. The Predecessor was required to make quarterly distributions to members to fund their tax obligations, if any, attributable to the Predecessor’s taxable income. In some jurisdictions, the Predecessor made such distributions in the form of tax payments paid directly to the taxing authority on behalf of its members. Controlled foreign corporations are subject to tax at the entity level in their respective jurisdictions.

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Due to related party pursuant to Contingent Consideration Obligations

As described in Note 3, as part of the consideration for the Business Combination, the Company entered into the TRA and agreed to pay the Deferred Cash Consideration pursuant to the Merger Agreement.   The Company’s obligation for these contingent consideration amounts was initially measured at fair value as of the Closing Date.  The Company’s contingent consideration liabilities are required to be recorded at fair value as of the end of each reporting period with any changes in fair value recorded in operating income. Changes in the estimates and inputs used in determining the fair value of the contingent consideration could have a material impact on the amounts recognized.

Share-Based Compensation

The Company accounts for share-based compensation expense for equity instruments granted in exchange for employee and director services. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the vesting period of the equity award grant.

The Company’s PSU awards contain both market and performance-based conditions. At the grant date, market conditions are incorporated into the fair value measurement using a Monte Carlo simulation model under the assumptions that performance-based conditions are met and not met. The Company then determines the probability that performance-based conditions will be met and incorporates this into the grant date fair value of the award.

The compensation cost for the PSU awards is amortized over the vesting period on a straight-line basis, net of estimated forfeitures. Forfeiture rates are estimated based on consideration of historical forfeitures of the Predecessor’s actual forfeitures of its share-based compensation awards and a peer group of companies.

Recent Accounting Pronouncements Adopted

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and an entity should apply existing guidance in Topic 718, Compensation-Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The Company adopted these amendments on January 1, 2016, which did not have a material impact on the Company’s financial position or results of operations.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement for an acquirer to retrospectively adjust provisional amounts recorded in a business combination to reflect new information about the facts and circumstances that existed as of the acquisition date and that, if known, would have affected measurement or recognition of amounts initially recognized. The amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The Company adopted this standard during the three months ended June 30, 2016. Any future adjustments to the amounts initially recognized for assets and liabilities acquired as a result of the Business Combination will be recognized in the period in which they are identified.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU requires an entity to classify all deferred tax assets and liabilities as noncurrent. These amendments are effective for fiscal years beginning after December 15, 2016 and interim periods within those years and early adoption is permitted. The Company adopted this standard during the three months ended June 30, 2016 on a prospective basis and its adoption did not have a material impact on the Company’s financial position or results of operations, or on the Predecessor’s financial position or results of operations for the periods presented.

In April and August 2015, the FASB issued ASU No. 2015-03 and ASU No. 2015-15, “Interest-Imputation of Interest,” respectively, to simplify the presentation of debt issuance costs. These amendments require debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the debt liability. The FASB clarified that debt issuance costs related to line-of-credit arrangements can be presented as an asset and amortized over the term of the arrangement. The Company adopted these amendments on January 1, 2016 on a retrospective basis. As a result, the Predecessor financial statements have been adjusted to reclassify $9.1 million of debt issuance costs from Other non-current assets and into Long-term debt and capital lease obligations, less current portion, net on the condensed consolidated balance sheets as of September 30, 2015.

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New Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606). The amendments in this ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition and require that revenue be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-9 for all entities by one year. These amendments will be effective in annual reporting periods beginning after December 15, 2017 including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016 including interim reporting periods within that reporting period. The Company is in the process of evaluating the provisions of this ASU and assessing the potential effect on the Company’s financial position or results of operations.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in this ASU require an entity to measure inventory at the lower of cost or net realizable value, whereas guidance previously required an assessment of market value of inventory, with different possibilities as to determining market value. This ASU is effective for fiscal years beginning after December 15, 2016 and interim periods within those years and early adoption is permitted. The Company is in the process of evaluating the provisions of the ASU, but does not expect it to have a material effect on the Company’s financial position or results of operations.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU (i) requires all equity investments in unconsolidated entities other than those measured using the equity method of accounting, to be measured at fair value through earnings; (ii) when the fair value option has been elected for financial liabilities, requires that changes in fair value due to instrument specific credit risk be recognized separately in other comprehensive income and accumulated gains and losses due to these changes and will be reclassified from accumulated other comprehensive income to earnings if the liability is settled before maturity; and (iii) amends certain fair value disclosure provisions related to financial instruments carried at amortized cost. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted. The Company is in the process of evaluating the provisions of the ASU and assessing the potential effect on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires all leases with terms greater than 12 months, whether finance or operating, to be recorded on the balance sheet, reflecting a liability to make lease payments and a right-to-use asset representing the right to use the underlying asset for the lease term. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will not significantly change from current GAAP. These amendments are effective for the reporting periods beginning after December 15, 2018 with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company is in the process of evaluating the potential effects of this standard and believes it may have a significant impact on its consolidated financial statements due, in part, to its substantial number of operating lease obligations.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The updated guidance simplifies several aspects of accounting for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. This ASU is effective for interim and annual reporting periods beginning after December 15, 2016. The Company is in the process of evaluating the provisions of this ASU and assessing the potential effect on the Company’s financial position and results of operations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.  This ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  Forward-looking information will now be used to better inform credit loss estimates.  The amendments in this ASU are effective for fiscal years beginning December 15, 2020 including interim periods within those years.  Early adoption is permitted.  The Company is currently in the process of evaluating the provisions of this ASU, and assessing the potential effect on the Company’s financial position or results of operations.

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3. Business Combination

On June 9, 2016, the Company consummated the Business Combination pursuant to the Merger Agreement, whereby WLRH acquired Holdings (including the portion of Holdings held by Blocker) through a series of two mergers. As a result of the transactions contemplated by the Merger Agreement, Holdings and Blocker became wholly-owned subsidiaries of WLRH.

The estimated purchase consideration for the Business Combination was as follows:

Cash	$	424.9
Less: cash acquired	(64.3		)
Equity(1)	276.7
Founder Shares transferred to Selling Equityholders(1)	30.2
Contingent consideration - Fair value of Deferred Cash Consideration	49.6
Contingent consideration - Fair value of TRA	94.9
Total purchase consideration(2)	$	812.0

⁽¹⁾ See Note 11.

⁽²⁾ In addition to the total purchase consideration above, the Company assumed the outstanding indebtedness of the Predecessor, including related accrued interest through the Closing Date, totaling $774.3 million. The proceeds of the New Credit Facilities were used to repay such indebtedness and accrued interest immediately following the consummation of the Business Combination.

The total purchase consideration described above is preliminary and subject to finalization of fair value assessment for the contingent consideration liabilities. Additionally, the total purchase consideration is subject to completion of the final working capital adjustment, which is expected to be completed within 75 days after the Closing Date.

Contingent Consideration - Deferred Cash Consideration

The contingent consideration associated with the Deferred Cash Consideration willbe an amount in cash equal to the prevailing price of the Company’s common stock at the time that the Company pays such deferred cash payment multiplied by the number of Excess Shares.  Certain circumstances require the Company to pay all or a portion of the Deferred Cash Consideration to the Selling Equityholders, where such cash amount is calculated as set forth in the Merger Agreement, including (i) where the volume weighted average trading price of the Company’s common stock for any period of 20 trading days in any 30 trading day period exceeds $15.00 per share, and (ii) if any Excess Shares remain on June 30, 2021. In such circumstances, the Company alternatively has the option to conduct offerings of common stock at least equal to the number of any remaining Excess Shares at that time, and remit the gross proceeds thereof (less any underwriting discounts and commissions) to the Selling Equityholders. However, to the extent the number of shares issued in such offerings does not equal the full amount of Excess Shares remaining at the time of the offering, the Company’s obligations with respect to any remaining Excess Shares, including the obligation to continue to complete any necessary additional offerings, shall continue. In order to estimate the fair value of the Deferred Cash Consideration, the Company estimates the value of the Excess Shares using a Monte Carlo simulation model.

Contingent Consideration - TRA

Concurrent with the completion of the Business Combination, the Company incurred the liability for the contingent consideration related to the TRA, which reflects amounts owed to the Selling Equityholders. This liability generally provides for the payment by the Company to the Selling Equityholders of 85% of the net cash savings, if any, in U.S. federal, state and local income taxes that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing Date as a result of (i) certain increases in tax basis resulting from the Company Merger, (ii) certain tax attributes of Holdings existing prior to the Mergers, (iii) net operating losses and certain other tax attributes of Blocker available to the Company as a result of the Blocker Merger and (iv) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, payments the Company makes under the TRA. The Company will retain the benefit of the remaining 15% of the net cash savings, if any. The Company estimated the fair value of the TRA liability based on a discounted cash flow model which incorporates assumptions of projected taxable income, projected income tax liabilities and an estimate of tax benefits expected to be realized as a result of the Business Combination. The estimated fair value of the TRA liability as of the Closing Date was $94.9 million. The undiscounted cash flows associated with the TRA liability were estimated to be between $190.0 million and $230.0 million over the time period during which the tax benefits are expected to be realized, currently estimated at over 20 years.

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The amount and timing of any payments due under the TRA will vary depending upon a number of factors, including the amount and timing of the taxable income the Company generates in the future and the U.S. federal, state and local income tax rates then applicable. In addition, payments made under the TRA will give rise to additional tax benefits for the Company and therefore to additional potential payments due under the TRA. The term of the TRA commenced upon the consummation of the Mergers and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless the Company exercises its right to terminate the TRA early. If the Company elects to terminate the TRA early, its obligations under the TRA would accelerate and it generally would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the TRA, calculated in accordance with certain valuation assumptions set forth in the TRA.

The liabilities related to the Deferred Cash Consideration and the TRA are included in Due to related party pursuant to contingent consideration obligations on the Company’s condensed consolidated balance sheets.

Preliminary Purchase Consideration Allocation

The Business Combination is accounted for under the acquisition method, which requires the Company to perform an allocation of the purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase consideration over the estimated fair values is recorded as goodwill. The following table summarizes the Company’s preliminary allocation of the purchase consideration to assets acquired and liabilities assumed at the acquisition date:

	Preliminary Purchase Consideration Allocation
Accounts receivable	$	470.0
Inventory	328.5
Other current assets	24.5
Property, plant and equipment	339.5
Customer-related intangible	197.0
Trade name	20.5
Other non-current assets	3.3
Deferred tax assets	1.2
Goodwill	695.6
Total assets acquired	2,080.1
Short-term borrowings and current portion of capital leases	40.6
Accounts payable	338.0
Other current liabilities	52.7
Long-term portion of capital leases	23.0
Long-term debt	767.3
Deferred tax liability	41.3
Other non-current liabilities	5.2
Total liabilities assumed	1,268.1
Net assets acquired	$	812.0

The total purchase consideration and the related purchase consideration allocation above are preliminary as the Company has not yet completed all the necessary fair value assessments, including the assessments of property, plant and equipment, intangibles, contingent consideration and the related tax impacts on these items. Any changes within the measurement period in the estimated fair values of the assets acquired and liabilities assumed and the working capital adjustments may change the amount of the purchase consideration allocable to goodwill. The fair value and related tax impact assessments are to be completed within twelve months of the Closing Date, and could have a material impact on the components of the total purchase consideration and the purchase consideration allocation.

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Transaction costs incurred by the Company associated with the Business Combination were $15.9 million and $18.0 million for the three and nine months ended June 30, 2016 for the Successor, respectively. The Company also incurred a total of $25.3 million of debt issuance costs related to the New Credit Facilities in connection with the consummation of the Business Combination.

Transaction costs incurred by the Predecessor associated with the Business Combination were $26.1 million and $33.4 million for the period from April 1, 2016 through June 8, 2016 and the period from October 1, 2015 through June 8, 2016, respectively.

A summary and description of the acquired assets and assumed liabilities fair valued in conjunction with applying the acquisition method of accounting follows:

Accounts Receivable

Accounts receivable consists of receivables related to the customers of the acquired business, as well as various other miscellaneous receivables. The accounts receivable and other miscellaneous receivables were recorded at their approximate fair value based on expected collections of the Predecessor. Accordingly, accounts receivable included a fair value adjustment of $4.2 million to reduce gross receivables to their net value after consideration of expected uncollectable amounts at the Closing Date.

Inventory

Inventory consists primarily of finished products to be distributed to the acquired business’s customers. The fair value of inventory was established through application of the income approach, using estimates of selling prices and costs such as selling and marketing expenses to be incurred in order to dispose of the finished products and arriving at the future profitability that is expected to be generated once the inventory is sold (net realizable value). The inventory fair value step up of $13.8 million will be recognized in income as the inventory is sold, which is expected to be within two months of the Closing Date. The Company recognized $6.9 million of the inventory fair value step up during the three months ended June 30, 2016, which is included in Cost of sales and operating expenses in the condensed consolidated statement of operations.

Other Current Assets

Other current assets consist primarily of prepaid expenses, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value.

Property, Plant and Equipment

Property, plant and equipment consists primarily of: 42 owned distribution locations in the United States, Puerto Rico and Canada; 11 leased locations in the United States, Canada, Puerto Rico, Mexico, Europe and China (excluding third-party operated warehouses); office equipment and other similar assets used in the Predecessor's operations. The preliminary allocation of the purchase consideration for property, plant and equipment was based on the fair market value of such assets determined using the cost approach. The cost approach consisted of estimating the fixed assets’ replacement cost less all forms of depreciation. The fair value of land was determined using the comparable sales approach. The fair value adjustment to property, plant and equipment was $107.3 million.

Customer-Related Intangible

Customer relationships were valued through the application of the income approach. Under this approach, revenue, operating expenses and other costs associated with existing customers were estimated in order to derive cash flows attributable to the existing customer relationships. The resulting estimated cash flows were then discounted to present value to arrive at the fair value of existing customer relationships as of the valuation date. The value associated with customer relationships will be amortized on a straight-line basis over a 12-year period, which represents the approximate point in the projection period in which a majority of the asset’s cash flows are expected to be realized based on assumed attrition rates. The Company recognized $197.0 million for these intangible assets as part of the preliminary purchase consideration allocation.

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Trade Name

The Nexeo trade name was valued through application of the income approach, involving the estimation of likely future sales and an estimated royalty rate reflective of the rate that a market participant would pay to use the Nexeo name. The fair value of this asset will be amortized on a straight-line basis over a period of four years, estimated based on the period in which the Company expects a market participant would use the name prior to rebranding and the length of time the name would be expected to maintain recognition and value in the marketplace. The Company recognized $20.5 million for this intangible asset as part of the preliminary purchase consideration allocation.

Other non-current assets

Other non-current assets acquired represents certain long-term deposits, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value.

Goodwill

Goodwill represents the excess of the total purchase consideration over the fair value of the underlying net assets acquired, largely arising from the workforce and extensive efficient distribution network that has been established by the acquired business. Of the total amount of goodwill recognized as part of the preliminary purchase consideration allocation above, the Company expects approximately $284.6 million to be deductible for tax purposes.

Short-term borrowings and current portion of capital leases.

Short-term borrowings and current portion of capital leases includes short term borrowings of Nexeo Plaschem and the current portion of capital leases, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value.

Accounts Payable

Accounts payable represent short-term obligations owed to the vendors of the acquired business, which were assumed in the Business Combination. These obligations did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value.

Other Current Liabilities

Other current liabilities represent primarily accrued expenses, including accrued payroll, accrued interest on long-term debt, certain accrued taxes and various other liabilities arising out of the normal operations of the acquired business. The majority of these liabilities did not have a fair value adjustment because their carrying value approximated fair value. However, no fair value was recognized for certain recorded liabilities that did not meet the definition of a liability under the acquisition method of accounting.

Long-term Portion of Capital Leases

The long-term portion of capital leases includes the non-current portion of capital leases for machinery and equipment, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value.

Long-term Debt

Long-term debt represents the outstanding principal balance at the Closing Date of the Predecessor Term Loan Facility and the Notes which did not have a fair value adjustment as part of acquisition accounting since the carrying value approximated fair value.

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Deferred Taxes

Deferred tax assets and liabilities are attributable to the difference between the estimated fair values allocated to inventory, property, plant and equipment and identified intangibles acquired for financial reporting purposes and the amounts determined for tax reporting purposes and give rise to temporary differences.  The deferred tax assets and liabilities will reverse in future periods or have reversed as the related tangible and intangible assets are amortized, acquired inventory is sold, or if goodwill is impaired.

Impact of the Business Combination on the Company’s Consolidated Financial Information

For the three and nine months ended June 30, 2016, the Company’s consolidated sales and operating revenues and net loss include $214.3 million and $1.4 million, respectively, related to the operations of the acquired business since the closing date of the Business Combination.

Consolidated Pro Forma Financial Information

The consolidated pro forma results presented below include the effects of the Business Combination as if they had occurred as of the beginning of the previous fiscal year, or October 1, 2014.  The consolidated pro forma results reflect certain adjustments related to this acquisition, primarily the amortization expense associated with estimates for the acquired intangible assets, inventory adjustments to fair value, depreciation expense based on the new fair value of property, plant and equipment, transaction costs, interest expense and income taxes.

The consolidated pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the Business Combination been completed on October 1, 2014.

	Three Months Ended June 30, 2016		Nine Months Ended   June 30, 2016		Three Months Ended   June 30, 2015		Nine Months Ended   June 30, 2015
Sales and operating revenues	$	864.5	$	2,554.4	$	988.8	$	3,019.3
Operating income (loss)	21.4		54.8		24.6		(28.1		)
Net income (loss) from continuing operations	6.6		14.9		13.8		(35.7		)
Net income (loss)	6.6		15.0		13.8		(36.4		)
Basic and diluted net income (loss) per share	0.09		0.19		0.18		(0.47		)

For all periods presented above, the basic and diluted net income (loss) per share amounts were computed using weighted average shares outstanding of 76,746,168, which assumes all shares issued as a result of the Business Combination would have been issued on October 1, 2014. There were 12,476,250 Founder Shares not included in the basic or diluted computations because market conditions are assumed to be not satisfied. Additionally, 1,547,500 PSU awards were not included in the computation of diluted shares outstanding because performance targets and/or market conditions are assumed not to have been met for these awards. Diluted shares outstanding also did not include 25,012,500 shares based on the exercise of 50,025,000 warrants because the warrants were out-of-the-money and their impact on the pro forma net income (loss) for all periods presented.

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4. Certain Balance Sheet Information

Cash and Cash Equivalents

Cash and cash equivalents were $38.6 million as of June 30, 2016 for the Successor and $127.7 million as of September 30, 2015 for the Predecessor. These amounts included the following:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Cash held by foreign subsidiaries	$	35.4	$	54.1
Non-U.S. dollar denominated currency held by foreign subsidiaries	$	33.0	$	45.0
Currency denominated in RMB	$	8.9	$	4.7

Non-U.S. dollar denominated currency held by foreign subsidiaries was primarily in euros and RMB. While the RMB is convertible into U.S. dollars, foreign exchange transactions are subject to approvals from SAFE. The Company does not anticipate any significant adverse impact to overall liquidity from restrictions on cash and cash equivalents.

Inventories

Inventories at June 30, 2016 and September 30, 2015 consisted of the following:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Finished products	$	317.2	$	320.9
Supplies	4.3		4.2
Total	$	321.5	$	325.1

The Company’s inventories in the U.S. and Canada are collateral under the New Credit Facilities.

Other Non-Current Assets

Other non-current assets at June 30, 2016 and September 30, 2015 consisted of the following:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Debt issuance costs of revolving credit facilities	$	6.7	$	5.4
Other	3.2		3.4
Total	$	9.9	$	8.8

In connection with the New Credit Facilities, the Company incurred debt issuance costs of $25.3 million during the nine months endedJune 30, 2016. Of these, $6.8 million related to the New ABL Facility and were recorded in Other non-current assets on the condensed consolidated balance sheet. The remaining $18.5 million of debt issuance costs related to the New Term Loan Facility and were recorded as a reduction of the debt. See Note 7.

Amortization of debt issuance costs related to the New ABL Facility recorded in Interest expense in the condensed consolidated income statements was $0.1 million for the three and nine months ended June 30, 2016 for the Successor.

In connection with the Business Combination, debt issuance costs totaling $9.3 million, associated with the Predecessor were derecognized as part of the purchase consideration allocation. Amortization of debt issuance costs related to the Predecessor ABL Facility recorded in interest expense were $0.6 million and $2.1 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and $0.8 million and $2.3 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively.

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Investments and Cash Previously Held in Trust

Prior to the Business Combination, the Company held in a trust account securities which the Company had the ability and intent to hold until maturity. Held-to-maturity treasury securities were recorded at amortized cost and adjusted for the amortization of the original discount. During the nine months ended June 30, 2016, the Company recognized $0.6 million of amortization related to the original discount, which was recorded in Interest income in the condensed consolidated income statement. As part of the Business Combination, the Company withdrew all proceeds from the trust account.

5. Property, Plant and Equipment

Property, plant and equipment at June 30, 2016 and September 30, 2015 consisted of the following:

	Successor			Predecessor
	June 30, 2016			September 30, 2015
Land	$	55.7		$	41.2
Plants and buildings	93.7			78.3
Machinery and equipment (1)	135.2			167.8
Software and computer equipment	43.5			68.8
Construction in progress	14.0			12.9
Total	342.1			369.0
Less accumulated depreciation	(3.0		)	(137.8		)
Property, plant and equipment, net	$	339.1		$	231.2

⁽¹⁾ Includes $25.1 million and $13.1 million, respectively, related to equipment acquired under capital leases.

In connection with the Business Combination, property, plant and equipment of the Predecessor was adjusted to fair market value. See Note 3.

Depreciation expense recognized on the property, plant and equipment described above was as follows:

	Successor		Predecessor
	Three Months Ended   June 30, 2016	Nine Months Ended   June 30, 2016	April 1 Through June 8, 2016	October 1, 2015 Through June 8, 2016	Three Months Ended June 30, 2015	Nine Months Ended June 30, 2015
Depreciation expense	3.0	3.0	7.5	27.1	9.2	27.8

Equipment Lease

In May 2015, the Predecessor entered into the Ryder Lease for transportation equipment. The Ryder Lease covers the rental of 202 tractors, which replaced a significant portion of the Company’s private fleet of tractors and has a term of seven years. The Ryder Lease is accounted for as a capital lease and requires minimum annual payments of approximately $5.5 million per year. The Company is permitted to terminate the lease of an individual tractor on the anniversary of its delivery date, provided that certain conditions are met. In the event the Company terminates the lease of an individual tractor in accordance with the terms of the Ryder Lease, the Company may elect to purchase the individual tractor at a predetermined residual value or return the tractor to Ryder, subject to an adjustment based on the then-current market value of the individual tractor.

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Facility Lease

The Company is currently in discussions with the Illinois Tollway Authority regarding the sale of one of the Company’s facilities under an eminent domain proceeding numbered Illinois State Tollway Authority v. Nexeo Solutions, LLC, Case No. 15 L 50521, Parcel No. WA-12-012. The sale is expected to be finalized during fiscal year 2017. The Company does not expect to record a loss in connection with this transaction.

In March 2016, in connection with the relocation of the operations currently managed at the facility described above, the Predecessor entered into a lease agreement for a new facility in Montgomery, Illinois. The lease has a term of 15 years, with annual payments beginning at $1.1 million per year and annual escalations of 2.5% per year. The lease agreement includes three renewal options of five years each. The lease term is expected to begin in November 2016. This lease agreement will be accounted for as a capital lease.

6. Goodwill and Other Intangibles

Goodwill

The following is a progression of Successor goodwill by reportable segment: 

Successor	Chemicals			Plastics			Other		Total
Balance September 30, 2015	$	—		$	—		$	—	$	—
Business Combination	335.3			295.0			65.3		695.6
Foreign currency translation	(0.1		)	(2.1		)	—		(2.2		)
Balance at June 30, 2016	$	335.2		$	292.9		$	65.3	$	693.4

Goodwill by reportable segment as of September 30, 2015 for the Predecessor was $269.7 million for Chemicals, $91.5 million for Plastics and $12.5 million for Other.

Goodwill amounts by reportable segment at June 30, 2016 are based on the preliminary purchase consideration allocation of the Business Combination, which is based on preliminary valuations performed to determine the fair value of the acquired assets and assumed liabilities as of the Closing Date. Accordingly, the amounts allocated to goodwill are subject to adjustments to reflect the completion of the fair value assessments related to the Business Combination, which are expected to be completed within twelve months of the Closing Date. These final valuations could have a material impact on total goodwill and goodwill by reportable segment. See Note 3.

Goodwill Impairment Test

Goodwill is tested for impairment annually as of March 31 and whenever events or circumstances make it more likely than not that an impairment may have occurred. Goodwill is reviewed for impairment at the reporting unit level, or operating segment, for the Company.

Significant management judgment is required in the estimates and assumptions made for purposes of the Company’s goodwill impairment testing. If actual results differ from these estimates and assumptions or market conditions materially change, the analysis could be negatively impacted and could result in an impairment charge in future periods.

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Other Intangible Assets

Definite-lived intangible assets at June 30, 2016 and September 30, 2015 consisted of the following: 

		Successor
		June 30, 2016
	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer-related	12	$	197.0	$	(1.0	)	$	196.0
Trade name	4	20.5		(0.3		)	20.2
Total		$	217.5	$	(1.3	)	$	216.2

		Predecessor
		September 30, 2015
	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer-related	5-14	$	121.3	$	(33.6	)	$	87.7
Supplier-related	10	17.0		(2.6		)	14.4
Leasehold interest	1-20	2.1		(1.3		)	0.8
Non-compete agreements	3-5	10.0		(4.5		)	5.5
Trademarks and trade names	2-6	6.2		(3.2		)	3.0
Total		$	156.6	$	(45.2	)	$	111.4

Amortization expense recognized on the intangible assets described above was as follows:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended June 30, 2015		Nine Months Ended June 30, 2015
Amortization expense	$	1.3	$	1.3	$	2.8	$	10.6	$	3.9	$	11.8

Expected amortization expense for the years ending September 30, 2017 through 2021 is $21.5 million, $21.5 million, $21.5 million, $19.9 million, and $16.4 million, respectively.

Other intangible assets at June 30, 2016 are based on the preliminary purchase consideration allocation of the Business Combination, which is based on preliminary valuations performed to determine the fair value of the acquired assets and assumed liabilities as of the Closing Date. The amounts allocated to other intangible assets are preliminary and therefore subject to adjustments to reflect the completion of the fair value assessments related to the Business Combination, which are expected to be completed within twelve months of the Closing Date. These final valuations could have a material impact on other intangible assets. See Note 3.

7. Debt

Short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations at June 30, 2016 and September 30, 2015 are summarized below:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Short-term borrowings	$	41.0	$	34.9
Current portion of long-term debt and capital lease obligations	9.0		37.5
Total short-term borrowings and current portion of long-term debt and capital lease obligations, net	$	50.0	$	72.4

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Long-term debt outstanding at June 30, 2016 and September 30, 2015 is summarized below:

	Successor			Predecessor
	June 30, 2016			September 30, 2015
New ABL Facility	$	131.1		$	—
New Term Loan Facility	655.0			—
Predecessor ABL Facility	—			85.5
Predecessor Term Loan Facility	—			647.2
Notes	—			159.2
Capital lease obligations (1)	25.2			12.7
Total long-term debt	811.3			904.6
Less: unamortized debt discount (2)	(3.3		)	(3.6		)
Less: debt issuance costs(3)	(18.4		)	(9.1		)
Less: current portion of long-term debt and capital lease obligations	(9.0		)	(37.5		)
Long-term debt and capital lease obligations, less current portion, net	$	780.6		$	854.4

⁽¹⁾  Capital lease obligations exclude executory costs and interest payments associated with the underlying leases. See “Capital Lease Obligations” below.

⁽²⁾  At June 30, 2016, included $3.3 million of unamortized debt discount related to the New Term Loan Facility for the Successor. At September 30, 2015, included $1.9 million of unamortized debt discount related to the Predecessor’s Term Loan Facility, with the remainder related to the Notes. Debt discount is amortized to interest expense over the life of the respective instruments using the effective interest rate method.

⁽³⁾  See discussion below under New Term Loan Facility and Debt Issuance Cost Amortization and Note 2 related to the adoption of ASU 2015-03 and ASU 2015-15.

Short-Term Borrowings

Short-term borrowings are associated with the Company’s operations in China and are summarized below:

	Facility Limit		Outstanding Borrowings Balance		Weighted Average Interest Rate on Borrowings	Outstanding LOC and Bankers’ Acceptance Bills		Remaining Availability
June 30, 2016 - Successor
Bank of America - China (1)	$	28.8	$	27.2	3.7%	$	—	$	1.6
Bank of Communications - China (2)	22.6		13.8		5.3%	8.5		0.3
Total	$	51.4	$	41.0		$	8.5	$	1.9
September 30, 2015 - Predecessor
Bank of America - China	$	23.8	$	23.0	3.5%	$	—	$	0.8
Bank of Communications - China	23.6		11.9		6.1%	7.1		4.6
Total	$	47.4	$	34.9		$	7.1	$	5.4

⁽¹⁾   The borrowing limit of this facility is denominated in U.S. dollars. This line of credit is secured by a standby letter of credit drawn on the New ABL Facility covering at least 110% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance.

⁽²⁾ The borrowing limit of this facility is denominated in RMB. This line of credit is secured by a standby letter of credit drawn on the New ABL Facility covering at least 100% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance.

In addition to the above lines of credit, Nexeo Plaschem has an arrangement through which it makes borrowings on a short-term basis, usually six months, by using its line of credit with the bank or by pledging the proceeds of its notes receivable. The borrowings under this arrangement are used to fund Nexeo Plaschem’s working capital requirements. At June 30, 2016 and September 30, 2015, there were no outstanding borrowings, no notes receivable pledged and no outstanding bankers’ acceptance bills issued to suppliers under this arrangement.

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Nexeo Plaschem has another similar arrangement whereby it is able to pledge proceeds from its notes receivable in exchange for bankers’ acceptance bills issued to suppliers. No notes receivable were pledged under this arrangement at June 30, 2016 and September 30, 2015.

Long-Term Debt

New ABL Facility

On June 9, 2016, the ABL Borrowers entered into the New ABL Facility which provides for revolving credit financing including a U.S. Tranche of up to $505.0 million and a Canadian Tranche of up to the U.S. dollar equivalent of $40.0 million, and a FILO Tranche up to $30.0 million. Under the New ABL Facility, up to $50.0 million in the case of the U.S. Tranche and $10.0 million in the case of the Canadian Tranche may be short-term borrowings upon same-day notice, referred to as swingline loans. The New ABL Facility is unconditionally guaranteed, jointly and severally, by Holdings and its wholly-owned subsidiary, Sub Holding. Additionally, Solutions, Holdings and Sub Holding are also co-borrowers under the U.S. Tranche and the FILO Tranche of the New ABL Facility on a joint and several basis, and Nexeo Solutions Canada Corp. is the borrower under the Canadian Tranche. The New ABL Facility matures on June 9, 2021. Provided no default or event of default then exists or would arise therefrom, the ABL Borrowers have the option, at the beginning of each quarter, to request that the New ABL Facility be increased by an aggregate amount, when included with any incremental borrowings issued under the New Term Loan Facility, not to exceed $175.0 million.

The New ABL Facility includes a letter of credit sub-facility, which permits up to $200.0 million of letters of credit under the U.S. Tranche (which may be denominated in U.S. dollars, euros or other currencies approved by the administrative agent and the issuing bank) and up to the U.S. dollar equivalent of $10.0 million of letters of credit under the Canadian Tranche (which may be denominated in CAD only). The New ABL Facility also contains a FILO Tranche which can be used by any non-Canadian foreign subsidiary for loans or letters of credit up to an aggregate amount not to exceed $30.0 million.

Obligations under the New ABL Facility are also secured by a first priority lien on inventory and accounts receivable of the ABL Borrowers and a second priority lien on outstanding equity interests of Holdings and certain of its subsidiaries.

The amount of available credit changes every month, depending on the amount of eligible receivables and inventory the ABL Borrowers have available to serve as collateral. In general, the facility is limited to the lesser of (i) the aggregate commitment or (ii) the sum of (a) 90% of eligible accounts receivable, as defined, and (b) 85% of the orderly liquidation value of the eligible inventory and (c) 100% of cash and cash equivalents held in blocked accounts, as defined, maintained by the ABL Agent, for each ABL Borrower. Available credit for the U.S. and Canadian Tranches are calculated separately, and the borrowing base components are subject to customary reserves and eligibility criteria.

Borrowings under the U.S. Tranche and the Canadian Tranche of the New ABL Facility bear interest, at the ABL Borrowers’ option, at either an alternate base rate or Canadian prime rate, as applicable, plus an applicable margin (ranging from 0.25% to 0.75% pursuant to a grid based on average excess availability) or LIBOR or Canadian BA rate (as defined therein), as applicable, plus an applicable margin (ranging from 1.25% to 1.75% pursuant to a grid based on average excess availability). Loans under the FILO Tranche, within the New ABL Facility, bear interest at an alternate base rate plus an applicable margin (ranging from 1.00% to 1.50% pursuant to a grid based on average excess availability) or LIBOR plus an applicable margin (ranging from 2.00% to 2.50% pursuant to a grid based on average excess availability). In addition to paying interest on outstanding principal amounts under the New ABL Facility, the ABL Borrowers are required to pay a commitment fee in respect of the unutilized commitments, which commitment fee is 0.250% or 0.375% per annum and is determined based on average utilization of the New ABL Facility (increasing when utilization is low and decreasing when utilization is high). The ABL Borrowers are required to pay customary letters of credit fees.

The New ABL Facility requires that if the sum of (i) excess availability, as defined (for the ABL Borrowers) and (ii) the amount by which the then-current borrowing base exceeds the aggregate commitments under the New ABL Facility (for the ABL Borrowers) is less than the greater of (a) $40.25 million and (b) 10.0% of the Line Cap (as defined in the New ABL Facility), the ABL Borrowers shall comply with a minimum fixed charge coverage ratio of at least 1.0 to 1.0. In addition, the New ABL Facility contains negative covenants that restrict Holdings and its subsidiaries, including the ABL Borrowers from, among other things, incurring additional debt, granting liens, entering into guarantees, entering into certain mergers, making certain loans and investments, disposing of assets, prepaying certain debt, declaring dividends, modifying certain material agreements or changing the business it conducts.

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The New ABL Facility also contains certain customary representations and warranties, affirmative covenants and events of default, including among other things payment defaults, breach of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy, certain events under the Employee Retirement Income Security Act of 1974, as amended from time to time, material judgments, actual or asserted failure of any guaranty or security document supporting the New ABL Facility to be in full force and effect, and change of control. If such an event of default occurs, the lenders under the New ABL Facility are entitled to take various actions, including the acceleration of amounts due under the New ABL Facility and all actions permitted to be taken by a secured creditor.

The weighted average interest rate on borrowings under the New ABL Facility was 2.6% at June 30, 2016. Solutions had the U.S. dollar equivalent of $73.7 million in outstanding letters of credit under the New ABL Facility at June 30, 2016. The collective credit availability under the U.S. and Canadian Tranches of the New ABL Facility was $125.2 million at June 30, 2016. There was no availability under the FILO Tranche at June 30, 2016.

The ABL Borrowers’ accounts receivable and inventory in the U.S. and Canada are collateral under the New ABL Facility. These accounts receivable and inventory totaled $601.1 million in the aggregate as of June 30, 2016 for the Successor.

Fees paid to the lenders in connection with the New ABL Facility totaled $6.8 million and were recorded as debt issuance costs in Other non-current assets on the condensed consolidated balance sheets to be amortized as interest expense over the remaining term of the New ABL Facility. See Note 4.

As of June 30, 2016, the ABL Borrowers were in compliance with the covenants of the New ABL Facility.

New Term Loan Facility

On June 9, 2016, Neon Finance Company LLC (which was subsequently merged with and into Solutions) entered into a New Term Loan Facility that provides secured debt financing in an aggregate principal amount of up to $655.0 million and the right, at Solutions’ option, to request additional tranches of term loans in an aggregate principal amount, when included with any incremental borrowings issued under the New ABL Facility, of up to $175.0 million, plus unlimited additional amounts such that the aggregate principal amount of indebtedness outstanding at any one time does not cause the consolidated net senior secured leverage ratio, calculated on a pro forma basis, to exceed 4.1 to 1.0. Availability of such additional tranches of term loans are subject to the absence of any default, and among other things, the receipt of commitments by existing or additional financial institutions. Borrowings under the New Term Loan Facility bear interest at the borrower’s option at either (i) LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which shall be no less than 1.0%, plus an applicable margin of 4.25% or (ii) a base rate determined by reference to the highest of (a) the prime commercial lending rate published by Bank of America, N.A. as its "prime rate," (b) the federal funds effective rate plus 0.50% and (c) a one-month LIBOR rate plus 1.0%, plus an applicable margin of 3.25%. Commencing with the quarter ending September 30, 2016, Solutions is required to make scheduled quarterly payments in an aggregate annual amount equal to 1.0% of the aggregate principal amount of the initial term loans made on the Closing Date of the Mergers, with the balance due at maturity. The New Term Loan Facility matures on June 9, 2023. The interest rate for the New Term Loan Facility was 5.25% at June 30, 2016. Proceeds of $651.7 million, net of discount of $3.3 million were received in connection with the New Term Loan Facility.

Additionally, the New Term Loan Facility agreement requires Solutions to make early principal payments on an annual basis, commencing with the fiscal year ended September 30, 2017, if cash flows for the year, as defined in the agreement, exceed certain levels specified in the agreement. Solutions generally has the right to prepay loans in whole or in-part, without incurring any penalties for early payment. Solutions is not required to make an early principal payment for the fiscal year ended September 30, 2016.

The New Term Loan Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict Holdings’ ability and the ability of its subsidiaries to incur additional indebtedness, pay dividends on its capital stock or redeem, repurchase or retire its capital stock or other indebtedness, make investments, loans and acquisitions, create restrictions on the payment of dividends or other amounts to the Company from its restricted subsidiaries, engage in transactions with its affiliates, sell assets, including capital stock of its subsidiaries, alter the business it conducts, consolidate or merge, incur liens. The credit agreement governing the New Term Loan Facility does not require Solutions to comply with any financial maintenance covenants and contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default. As of June 30, 2016, Solutions was in compliance with the covenants of the New Term Loan Facility.

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Obligations under the New Term Loan Facility are secured by a first priority lien on outstanding equity interests of Holdings and certain subsidiaries and a second priority lien on accounts receivables and inventory that are subject to the New ABL Facility first priority lien.

Fees paid to the lenders in connection with the New Term Loan Facility totaled $18.5 million and were recorded as a reduction of the debt balance to be amortized as interest expense over the remaining term of the New Term Loan Facility.

Redemption of Predecessor 8.375% Senior Subordinated Notes due 2018

On June 9, 2016, all of the approximately $149.7 million principal amount of the Notes outstanding were redeemed at a redemption price equal to 100% of the principal amount. The Issuers and the guarantors under the Notes were released from their respective obligations under the Notes and the Indenture (as defined in the Merger Agreement) governing the Notes.

During the second quarter of fiscal year 2016, the Predecessor acquired $9.5 million in aggregate principal amount of its Notes for $8.7 million in cash and recorded a gain on early extinguishment of $0.6 million, inclusive of the write-off of related debt issuance costs and original issue discount which was recorded in Other income in the condensed consolidated statement of operations.

Debt issuance costs totaling $1.4 million were derecognized as part of the purchase consideration allocation.

Predecessor ABL Facility

On June 9, 2016, the Predecessor’s $540.0 million multicurrency ABL Facility was terminated. There was no outstanding balance at the time of termination. Solutions provided notice to the administrative agent and settled all remaining commitments under the facility. Accordingly, the administrative agent released the credit parties from their respective obligations under the facility, effective June 9, 2016.

Predecessor debt issuance costs totaling $3.3 million were derecognized as part of the purchase consideration allocation.

The weighted average interest rate on borrowings under the Predecessor ABL Facility was 1.8% at September 30, 2015. At September 30, 2015, the Predecessor had $67.4 million in outstanding letters of credit under the Predecessor ABL Facility. Collective credit availability under the U.S. and Canadian tranches of the Predecessor ABL Facility was $321.4 million at September 30, 2015.

Predecessor Term Loan Facility

On June 9, 2016, the principal outstanding balance of $617.5 million related to all three tranches of the term loans under the Credit Agreement was paid and the facility was terminated. Accordingly, the administrative agent released the credit parties from their respective obligations and all other commitments under the facility, effective June 9, 2016.

Related debt issuance costs totaling $4.6 million were derecognized as part of the purchase consideration allocation.

Debt Issuance Cost Amortization

Amortization expense included in interest expense related to debt issuance costs of the New Term Loan Facility was $0.1 million for the three and nine months ended June 30, 2016 for the Successor, $0.8 million and $3.0 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and $1.0 million and $3.1 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively.

Capital Lease Obligations

The capital lease obligation balance of $25.2 million as of June 30, 2016 is primarily associated with tractors delivered under the Ryder Lease. See Note 5. This obligation excludes future executory costs payments of $2.1 million per year, for aggregate executory costs of $13.2 million, as well as decreasing annual interest payments ranging from $1.0 million to $0.3 million, for aggregate interest payments totaling $4.7 million.

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8. Derivatives

Prior to the Business Combination, the Predecessor was a party to interest rate swap agreements of varying expiration dates through March 2017, to help manage the exposure to interest rate risk related to the variable-rate Predecessor Term Loan Facility. As a result of the Business Combination, the Predecessor Term Loan Facility was extinguished, the related swap agreements were terminated and an early termination payment penalty of $0.3 million was paid in the Successor period and recorded in Transaction related costs in the condensed consolidated statements of operations. No new swaps have been entered into.

The interest rate swaps were accounted for as cash flow hedges. Accordingly, gains or losses resulting from changes in the fair value of the swaps were recorded in other comprehensive income to the extent that the swaps are effective as hedges. Gains and losses resulting from changes in the fair value applicable to the ineffective portion, if any, were reflected in income. Gains and losses recorded in other comprehensive income were reclassified into and recognized in income when the interest expense on the Predecessor Term Loan Facility was recognized.

Gains and losses net of reclassifications into income related to the Predecessor’s interest rate swaps were as follows:

		Predecessor
	Recorded to	April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended   June 30, 2015		Nine Months Ended   June 30, 2015
Realized loss	Interest expense	$	0.1	$	0.3	$	0.1	$	0.4
Unrealized gain	Other comprehensive income	$	0.1	$	0.3	$	—	$	0.1

See Note 9 for additional information on the fair value of the Predecessor’s derivative instruments.

9. Fair Value Measurements

The accounting standard for fair value measurements establishes a framework for measuring fair value that is based on the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy is as follows:

● Level 1—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

● Level 2—Other inputs that are directly or indirectly observable in the marketplace.

● Level 3—Unobservable inputs that are supported by little or no market activity.

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions a third party would use in pricing an asset or liability based on the best information available under the circumstances. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Fair value of financial instruments

The carrying amount of cash and cash equivalents, accounts and notes receivable, accounts payable and short-term borrowings approximate their fair value due to the short-term maturity of those instruments.

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The carrying values of borrowings outstanding under the New Credit Facilities approximate fair value at June 30, 2016 primarily due to their variable interest rate. The estimated fair value of these instruments is classified by the Company as a Level 3 measurement within the fair value hierarchy due to the varying interest rate parameters as outlined in the respective loan agreements. The carrying values of borrowings under the Predecessor Credit Facilities approximated fair value at September 30, 2015 primarily due to their variable interest rate.

The estimated fair value of the Predecessor Notes was $149.2 million at September 30, 2015, including accrued interest of $1.1 million. The estimated fair value of the Notes was classified by the Predecessor as a Level 3 measurement within the fair value hierarchy. The estimated fair value of these instruments was calculated based upon a pricing model using the estimated yield calculated from interpolated treasury and implied yields to quoted price as inputs. The Predecessor’s relative credit standing was one of the inputs to the valuation.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

In addition to the financial instruments that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a non-recurring basis as required by U.S. GAAP, such as a result of impairment charges or as part of a business combination. See Note 3 for further discussion of the Business Combination. These fair value measurements were classified as Level 3 within the fair value hierarchy.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The preliminary fair value of the contingent consideration related to the Deferred Cash Consideration as discussed in Note 3 was $49.6 million at the Closing Date. The fair value of the contingent consideration related to the Deferred Cash Consideration was $46.7 million as of June 30, 2016. The measurement of the contingent consideration related to the Deferred Cash Consideration is classified by the Company as a Level 3 measurement within the fair value hierarchy. In order to estimate the fair value of the Deferred Cash Consideration, the Company estimates the value of the Excess Shares using a Monte Carlo simulation model with the market price of the Company’s common stock at each valuation date being the most important input to this model. An increase in the market price of the Company’s common stock has the same directional effect on the value of the liability related to the Deferred Cash Consideration.

The preliminary fair value of the liability for the contingent consideration related to the TRA as discussed in Note 3 was $94.9 million at the Closing Date. The fair value of the liability for the contingent consideration related to the TRA was $95.5 million as of June 30, 2016. The liability for the contingent consideration related to the TRA is classified by the Company as a Level 3 measurement within the fair value hierarchy. The Company estimates the fair value of the liability for the contingent consideration related to the TRA based on a discounted cash flow model which incorporates assumptions of projected taxable income, projected income tax liabilities and an estimate of tax benefits expected to be realized as a result of the Business Combination. Key inputs to the valuation are prevailing tax rates and market interest rates impacting the discount rate. An increase in the discount rate has the opposite directional effect on the value of the liability related to the TRA. An increase in prevailing tax rates has the same directional effect on the value of the liability related to the TRA.

The fair value measurements of the contingent consideration above at the Closing Date are preliminary. Any changes within the measurement period in the estimated fair values of these liabilities may change the amount of the purchase price allocable to goodwill. Any subsequent changes in the fair value of the contingent consideration from their initial fair value recognition at the Closing Date will be recognized as a component of Operating income (loss) in the condensed consolidated statements of operations. Changes in the estimates and inputs used in determining the fair value of the contingent consideration could have a material impact on the amounts recognized as a component of Operating income (loss) in future periods.

Prior to the Business Combination, the Predecessor was a party to interest rate swap agreements of varying expiration dates through March 2017 to help manage the Predecessor’s exposure to interest rate risk related to its variable-rate Predecessor Term Loan Facility. As a result of the Business Combination, the Predecessor Term Loan Facility was extinguished, the related swap agreements were terminated and an early termination payment of $0.3 million was made and recorded in Transaction related costs in the condensed consolidated statements of operations. No new swaps have been put in place to manage interest rate exposure associated with the New Term Loan Facility. At September 30, 2015, the Predecessor recorded $0.4 million in Accrued expenses and other liabilities and $0.1 million in Other non-current liabilities in the condensed consolidated balance sheet related to these instruments.

During the three and nine months ended June 30, 2016 and 2015, the Company and the Predecessor did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements.

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10. Share-based Compensation

Successor

On June 8, 2016, the Company’s shareholders approved the 2016 LTIP, with an effective date of March 30, 2016, covering approximately a ten-year period. No awards may be granted after March 20, 2026. The 2016 LTIP permits the grant of up to 9,000,000 shares of common stock for various types of awards to employees, directors and consultants of the Company or its subsidiaries, including incentive and non-incentive stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, stock awards, conversion awards and performance awards.

Vesting conditions of awards under the 2016 LTIP are determined by the Compensation Committee of the Board of Directors of the Company, including treatment upon the occurrence of a change of control of the Company. Upon a change of control, the Compensation Committee has the discretion to remove forfeiture restrictions, accelerate vesting, require recipients of awards to surrender the awards for cash consideration, cancel unvested awards without payment of consideration, cause any surviving entity to assume and continue any outstanding awards, or make other such adjustments as the Compensation Committee deems appropriate to reflect such change of control.

If any change is made to the Company’s capitalization, appropriate adjustments will be made by the Compensation Committee as to the number and price of shares awarded under the 2016 LTIP, the securities covered by such awards, the aggregate number of shares of common stock of the Company available for the issuance of awards under the 2016 LTIP, and the maximum annual per person compensation limits on share-based awards under the 2016 LTIP.

Other than in connection with a change in capitalization or other transaction where an adjustment is permitted or required under the terms of the 2016 LTIP, the Compensation Committee is prohibited from making any adjustment or approving any amendment that reduces or would have the effect of reducing the exercise price of a stock option or stock appreciation right previously granted under the 2016 LTIP unless the Company’s shareholders have approved such adjustment or amendment.

In each calendar year during any part of which the 2016 LTIP is in effect, an employee may not receive awards under the plan in excess of 1,000,000 shares of common stock, or a value of greater than $12.0 million if an award is to be paid in cash or if settlement is not based on shares of common stock, in each case, multiplied by the number of full or partial calendar years in any performance period established with respect to an award, if applicable. A non-employee member of the Board of Directors of the Company may not be granted awards with a cumulative value of greater than $1.0 million during any calendar year for services rendered in their capacity as a director. This limit does not apply to grants made to a non-employee director for other reasons not related to their services as a director.

During the three and nine months ended June 30, 2016, the Company granted 1,547,500 PSUs to certain officers and employees. The performance aspect of the PSUs vest on June 30, 2019, entitling the recipient to receive a certain number of shares of the Company’s common stock, based on the Company’s achievement of the performance goals included in the PSUs. Depending on the performance of the Company’s common stock during the approximate three year performance period, a recipient of the award is entitled to receive a number of common shares equal to a percentage, ranging from 0% to 200%, of the initial award granted, with a 35% total shareholder return entitling the recipient to receive 100% of the award granted. As a result, the Company may issue up to 3,095,000 shares related to these awards. If the Company’s total shareholder return for the performance period is negative, then the number of units ultimately awarded is based on the Company’s achievement of its cumulative Adjusted EBITDA target, as defined by the PSU agreement, during the performance period. If total shareholder return is between negative 15% and 0%, a recipient is entitled to receive a number of shares of stock between 70% and 50% of the number of PSUs granted. If the cumulative Adjusted EBTIDA target is not met, or the total shareholder return is less than negative 15%, no shares of the Company’s common stock will be issued. The Company used the Monte Carlo simulation model to estimate the fair value of the PSU awards at the grant date, considering the probability of satisfying the various performance criteria. The resulting grant date fair value is recognized as expense on a straight-line basis from the grant date through the end of the performance period. The assumptions used in the Monte Carlo simulation model for PSUs included an expected stock price volatility of 35% based on a peer group of similar companies, an expected dividend yield of 0%, an expected term of approximately three years, and a risk-free interest rate of 0.92%.

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The following table summarizes PSU activity during the nine months ended June 30, 2016:

	Units	Average Grant Date Fair Value Per Unit
Unvested PSUs at September 30, 2015	—	$	—
Grants	1,547,500	9.13
Vested	—	—
Forfeited/Canceled	—	—
Unvested PSUs at June 30, 2016	1,547,500	$	9.13

The Company recognized compensation cost of $0.3 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations for the three and nine months ended June 30, 2016 for the Successor related to the PSUs. As of June 30, 2016, the outstanding PSUs had a weighted-average remaining contract life of three years. As of June 30, 2016, there was $13.2 million of total unrecognized compensation cost related to non-vested PSUs.

Defined Contribution Plans

Qualifying employees of the Predecessor were eligible to participate in the Solutions 401(k) Plan. The 401(k) Plan was a defined contribution plan designed to allow employees to make tax deferred contributions as well as company contributions, designed to assist employees of the Predecessor and its affiliates in providing for their retirement. The Predecessor matched 100% of employee contributions up to 4.0%. The Predecessor made an additional contribution to the 401(k) Plan of 1.5%, 3.0%, or 4.5%, based upon years of service of one to ten years, eleven to twenty years and twenty-one years or more, respectively. A version of the 401(k) Plan was also available for qualifying employees of the Predecessor in its foreign subsidiaries. These plans are unchanged as a result of the Business Combination.

The following summarizes contributions to the plans described above:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended June 30, 2015		Nine Months Ended June 30, 2015
Contributions recorded as a component of cost of sales and operating expenses	$	0.2	$	0.2	$	0.8	$	2.7	$	1.0	$	3.0
Contributions recorded as a component of selling, general and administrative expenses	0.4		0.4		1.5		4.8		1.6		5.1
Total contributions	$	0.6	$	0.6	$	2.3	$	7.5	$	2.6	$	8.1

Predecessor Equity Plan

The Predecessor previously issued unregistered Series B units in Holdings to directors and certain officers and employees of the Predecessor. The units issued were initially unvested, and with respect to units issued to certain officers and employees, 50% of the Series B units would vest 20% annually over a five year period (“Time-Based Units”) and 50% of the Series B units would vest in accordance with a performance-based schedule that was divided into five separate and equal twelve month periods (“Performance-Based Units”). The Board of Directors of the Predecessor established EBITDA-based performance targets for purposes of determining vesting of the Performance-Based Units. Further, all Performance-Based Units would automatically vest upon a liquidity event of the Predecessor, provided the award holder remained employed with the Predecessor or its subsidiaries through the date of the liquidity event.

Immediately prior to and in connection with the closing of the Business Combination, certain Series B units vested, including 368,136 units granted to Directors, and as a result, the Predecessor recognized $2.0 million of expense related to Performance-Based Units during the period from April 1, 2016 to June 8, 2016, which is included in Transaction related costs in the condensed consolidated statement of operations. The Predecessor recognized an additional $0.1 million and $0.7 million of compensation expense as a component of Selling, general and administrative expenses in the condensed consolidated statements of operations related to the Time-Based Units during the period from April 1, 2016 through June 8, 2016 and the period from October 1, 2015 through June 8, 2016, respectively.

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All vested and unvested Series B units of the Predecessor in existence as of the closing of the Business Combination were exchanged for equity interests of New Holdco, which received a portion of the consideration paid to the Selling Equityholders in the Company Merger in exchange for such Series B Units.

The following table summarizes Series B unit activity during the period from October 1, 2015 through June 8, 2016:

	Units		Average Grant Date Fair Value Per Unit
Outstanding at September 30, 2015	38,466,624		$	0.28
Granted	1,028,571		0.16
Forfeited/Canceled	(1,597,000	)	0.25
Outstanding at June 8, 2016	37,898,195		$	0.22

The following table summarizes non-vested Series B unit activity during the period from October 1, 2015 through June 8, 2016:

	Units		Average Grant Date Fair Value Per Unit
Nonvested at September 30, 2015	23,116,625		$	0.26
Granted	1,028,571		0.16
Vested	(19,871,696	)	0.16
Forfeited	(1,345,000	)	0.23
Nonvested at June 8, 2016	2,928,500		$	0.26

11. Equity

Common Stock

The authorized common stock of the Company consists of 300,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of June 30, 2016, there were 89,222,418 shares of common stock issued and outstanding and warrants to purchase 25,012,500 shares of common stock at a strike price of $11.50.

Prior to the completion of the Business Combination, the Company had 62,531,250 shares of common stock issued and outstanding, consisting of 50,025,000 shares originally sold as part of units issued in the Company’s IPO, consummated on June 11, 2014, and 12,506,250 shares of Founder Shares that were issued to Sponsor prior to the IPO.

All of the 50,025,000 shares of common stock sold as part of the units in the IPO contained a redemption feature which allowed for the redemption of such shares. These redemption provisions generally required the Company to classify these shares outside of permanent equity, except for certain provisions related to ordinary liquidations involving the redemption and liquidation of all of the Company’s equity instruments that allowed the Company to classify a certain amount related to these shares as permanent equity at each reporting period. At March 31, 2016, 47,512,924 of the 50,025,000 public shares with a value of $475.2 million were classified outside of permanent equity at their redemption value.

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On June 9, 2016, in connection with the completion of the Business Combination, 47,512,924 shares were reclassified into equity and 29,793,320 shares were redeemed at $10.02 per share. Additionally, the Company issued (i) 27,673,604 new shares of common stock at $10.00 per share to the Selling Equityholders as consideration, (ii) 23,492,306 new shares of common stock at a price of $10.00 per share in private placements with eligible purchasers, (iii) 3,078,578 new shares of common stock to settle the payment of an aggregate of $30.8 million in fees and disbursements outstanding and due to certain of WLRH’s advisors in connection with services and work performed by the advisors, including shares issued to pay the liability of $18.3 million for deferred underwriting fees due upon the completion of a Business Combination from the original IPO and (iv) 2,240,000 new shares of common stock in exchange for 22,400,000 warrants to purchase shares of common stock privately placed to Sponsor at the time of the IPO. In connection with the completion of the Business Combination, the Sponsor (on behalf of the Company) transferred 30,000 original Founder Shares to the Company’s prior independent directors (“Director Founder Shares”) in connection with services previously rendered to the Company and 3,554,240 Founder Shares with a fair value of $30.2 million to the Selling Equityholders. The fair value of the Founder Shares transferred to the Company’s prior independent directors was recorded as an equity contribution and a transaction related costs for the three months ended June 30, 2016. The fair value of the Founder Shares transferred to the directors and Selling Equityholders was estimated using a Monte Carlo simulation model. The 3,554,240 of Founder Shares that were transferred to the Selling Equityholders was a component of the Business Combination purchase consideration and was recorded by the Company as an equity contribution and included in the purchase consideration. See Note 3.

In connection with the consummation of the Business Combination, the Founder Shares other than the Director Founder Shares became subject to forfeiture on the tenth anniversary of the Closing Date unless:

•with respect to 50% of such Founder Shares, the last sale price of the Company’s common stock as quoted on NASDAQ equals or exceeds $12.50 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period; and

•with respect to the remaining 50% of such Founder Shares, the last sale price of the Company’s common stock equals or exceeds $15.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period; or

•the post-combination company completes a liquidation, merger, stock exchange or other similar transaction that results in all or substantially all of its shareholders having the right to exchange their shares of common stock for consideration in cash, securities or other property or any transaction involving a consolidation, merger, proxy contest, tender offer or similar transaction in which the post-combination company is the surviving entity which results in a change in the majority of the Company’s board of directors or management team or the Company’s post-combination shareholders immediately prior to such transaction ceasing to own a majority of the surviving entity immediately after such transaction.

Such Founder Shares other than the Director Founder Shares will not participate in dividends or other distributions with respect to the shares prior to these targets being met, whereupon the Founder Shares shall be entitled to all dividends and distributions paid on the common stock after the Business Combination as if they had been holders of record entitled to receive distributions on the applicable record date.

Preferred Stock

The authorized preferred stock of the Company consists of 1,000,000 shares. As of June 30, 2016, there were no shares of preferred stock issued and outstanding.

The Company’s amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able, without shareholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects. The ability of the Board of Directors to issue preferred stock without shareholder approval could have the effect of delaying, deferring or preventing a change of control of the Company.

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Offering Costs

Offering costs associated with the IPO, consummated on June 11, 2014, consisting principally of professional and registration fees incurred of $28.5 million (including $27.5 million in underwriters’ fees) were charged to shareholders’ equity upon the completion of the IPO. The Company paid upfront underwriting fees of approximately 1.84% ($9.2 million) of the per unit offering price to the underwriters at the close of the IPO with an additional fee of 3.66% ($18.3 million) of the gross offering proceeds payable upon the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. These deferred underwriting costs were paid with the issuance of common stock in connection with the Business Combination.

12. Earnings per Share

A reconciliation of the numerators and denominators of the basic and diluted per share computation follows. No such computation is necessary for the Predecessor periods as the Predecessor was organized as a limited liability company and did not have publicly traded shares.

	Successor
	Three Months Ended   June 30, 2016			Nine Months Ended   June 30, 2016
Basic:
Net loss	$	(15.5	)	$	(17.1	)
Weighted average number of common shares outstanding during the period	34,072,056			21,241,897
Net loss per common share - basic	$	(0.45	)	$	(0.81	)
Diluted:
Net loss	$	(15.5	)	$	(17.1	)
Denominator for diluted earnings per share:
Weighted average number of common shares outstanding during the period	34,072,056			21,241,897
Incremental common shares attributable to outstanding dilutive options and unvested restricted shares	—			—
Denominator for diluted earnings per common share	34,072,056			21,241,897
Net loss per common share - diluted	$	(0.45	)	$	(0.81	)

The calculation for weighted average shares reflects shares outstanding over the reporting period based on the actual number of days the shares were outstanding. A large number of shares were issued in connection with the Business Combination on the Closing Date and the weighted average shares outstanding only incorporates these shares from that date through June 30, 2016, or 22 days.

For the three and nine months ended June 30, 2016, there were 12,476,250 Founder Shares excluded from the basic and diluted computations commencing on the Closing Date because such shares were subject to forfeiture, 1,547,500 PSU awards which were not included in the computation of diluted shares outstanding because performance targets and/or market conditions were not yet met for these awards. Diluted shares outstanding also did not include 25,012,500 shares based on the exercise of 50,025,000 warrants because the warrants were out-of-the-money and their impact on the Company’s net loss is anti-dilutive for both the three and nine months ended June 30, 2016.

13. Commitments, Contingencies and Litigation

Environmental Remediation

Due to the nature of its business, the Company is subject to various laws and regulations pertaining to the environment and to the sale, transportation and disposal of chemicals and hazardous materials. These laws pertain to, among other things, air and water, the management of solid and hazardous wastes, transportation and human health and safety.

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On March 31, 2011, Holdings purchased certain assets of the global distribution business (the “Distribution Business”) from Ashland (the “Ashland Distribution Acquisition”), evidenced by the ADA Purchase Agreement. In the ADA Purchase Agreement, Ashland agreed to retain all known environmental remediation liabilities (“Retained Specified Remediation Liabilities”) and other environmental remediation liabilities unknown at the closing of the Ashland Distribution Acquisition related to the Distribution Business for which Ashland receives notice prior to the fifth anniversary of the closing (“Other Retained Remediation Liabilities”) (collectively “Retained Remediation Liabilities”). Ashland’s liability for Retained Remediation Liabilities is not subject to any claim thresholds or deductibles other than expenses the Predecessor incurs arising out of the Other Retained Remediation Liabilities; if the Predecessor incurs expenses arising out of Other Retained Remediation Liabilities for which Ashland received notice prior to March 31, 2016, Ashland’s indemnification obligation is subject to an individual claim threshold of $0.2 million and an aggregate claim deductible of $5.0 million. Ashland’s indemnification obligation for the Retained Remediation Liabilities is subject to an aggregate ceiling of $75.0 million. Ashland’s indemnification obligations resulting from its breach of any representation, warranty or covenant related to environmental matters (other than for liabilities relating to taxes or the breach of any fundamental representation or warranty) are generally limited by an individual claim threshold of $0.2 million, an aggregate claim deductible of $18.6 million and a ceiling of $93.0 million. Collectively, Ashland’s indemnification obligations resulting from or relating to the Retained Remediation Liabilities, retained litigation liabilities, and the breach of Ashland’s representations, warranties and covenants contained in the ADA Purchase Agreement (other than for liabilities relating to taxes or the breach of any fundamental representation or warranty) is subject to an aggregate ceiling of $139.5 million, and Ashland’s total indemnification obligation under the ADA Purchase Agreement (other than for liabilities relating to taxes or any retained indebtedness) is subject to an aggregate ceiling in the amount of the purchase price for the Distribution Business net assets. Ashland’s indemnification obligations under the ADA Purchase Agreement as described above terminated as of March 31, 2016, other than for Retained Specified Remediation Liabilities and for Other Retained Remediation liabilities reported to Ashland prior to March 31, 2016 for which Ashland retains liability pursuant to the ADA Purchase Agreement. As a result, any environmental remediation liabilities reported to the Company after March 31, 2016 and not arising out of a Retained Remediation Liability will be liabilities of the Company.

In July 2014, Ashland filed a lawsuit numbered Ashland Inc. v. Nexeo Solutions, LLC, Case No. N14C-07-243 JTV CCLD, in the Superior Court for the State of Delaware in and for New Castle County. In the suit, Ashland seeks a declaration that, pursuant to the ADA Purchase Agreement, Solutions is obligated to indemnify Ashland for losses Ashland incurs pertaining to Other Retained Remediation Liabilities, up to the amount of the aggregate $5.0 million deductible applicable expenses incurred by Solutions, whether or not Solutions incurs any expenses or obtains any indemnity from Ashland. Ashland further alleges that Solutions has breached duties related to the ADA Purchase Agreement by not having so indemnified Ashland for amounts Ashland has incurred for Other Retained Remediation Liabilities at sites where Ashland disposed of wastes prior to the Ashland Distribution Acquisition, and on that basis seeks unspecified compensatory damages, costs and attorney’s fees. The Company disagrees with Ashland’s construction of the ADA Purchase Agreement and is vigorously defending the lawsuit.

The Company does not currently have any environmental or remediation reserves for matters covered by the ADA Purchase Agreement. However, if the Company had incurred expenses related to Other Retained Remediation Liabilities, the Company would have been responsible for the first $5.0 million in aggregate expenses relating thereto prior to receiving any indemnification from Ashland.  Ashland’s indemnification obligations for Other Retained Remediation Liabilities ended on March 31, 2016 and, as of that date, the Company had not incurred any expenses related to Other Retained Remediation Liabilities. In addition, if any Retained Remediation Liability ultimately exceeds the liability ceilings described above, the Company would be responsible for such excess amounts. In either of these scenarios, the Company would be required to either expense the cost of the liabilities or take an appropriate environmental or remediation reserve. The Company could also be required to take remediation or environmental reserves for remediation or other environmental liabilities reported after March 31, 2016 related to facilities acquired in the Ashland Distribution Acquisition; for remediation of spills or releases caused by the Company’s operations including those related to the Company’s Environmental Services line of business; and for remediation or other environmental liabilities related to facilities acquired from parties other than Ashland (i.e., acquisitions made by the Predecessor after the Ashland Distribution Acquisition). The Company’s reserves will be subject to numerous uncertainties that affect its ability to accurately estimate its costs, or its share of costs if multiple parties are responsible. These uncertainties involve the legal, regulatory and enforcement parameters governing environmental assessment and remediation, the nature and extent of contamination, the extent of required remediation efforts, the choice of remediation methodology, availability of insurance coverage and, in the case of sites with multiple responsible parties, the number and financial strength of other potentially responsible parties.

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Other Legal Proceedings

The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company.

Other Contingencies

In June 2014, the Predecessor self-disclosed to the California DTSC that an inventory of its Fairfield facility had revealed potential violations of the Resource Conservation and Recovery Act and the California Health and Safety Code. Although no formal proceeding has been initiated, the Company expects the DTSC to seek payment of fines or other penalties for non-compliance. The Company does not expect the amount of any such fine or other penalty to have a material adverse effect on its business, financial position or results of operations.

14. Related Party Transactions

FPA Subscription Agreement

On May 23, 2016, the Company entered into a Subscription Agreement (the “FPA Subscription Agreement”) with Sponsor and First Pacific Advisors, LLC (“FPA”), on behalf of certain clients pursuant to which FPA agreed to purchase 18,260,000 shares of the Company’s common stock on a private placement basis in connection with the Business Combination.

Sponsor Subscription Agreement

On June 6, 2016, the Company entered into a Subscription Agreement with Sponsor, pursuant to which Sponsor agreed to purchase 1,000,000 shares of common stock on a private placement basis for $10 per share in connection with the Business Combination. Wilbur L. Ross, Jr. is a manager of Sponsor.

PWPI and PWIMF Commitment Agreements

On June 6, 2016, the Company entered into a Commitment Agreement with Sponsor and Park West Investors Master Fund, Ltd. (“PWIMF”) and a second Commitment Agreement with Sponsor and Park West Partners International, Ltd. (“PWPI”) (such agreements collectively, the “PW Commitment Agreements”), pursuant to which PWIMF and PWPI agreed to purchase from redeeming shareholders and withdraw from redemption an aggregate of 3,000,000 public shares of common stock.

FPA Commitment Agreement

On June 6, 2016, the Company entered into a Commitment Agreement (the “FPA Commitment Agreement”) with Sponsor and FPA, pursuant to which FPA agreed not to redeem 2,094,727 public shares of common stock of the Company currently owned by FPA in connection with the closing of the Business Combination.

Sponsor Convertible Notes and Promissory Note

On March 31, 2016, the Company issued the March 2016 promissory note to Sponsor pursuant to which the Company could borrow up to $750,000. The March 2016 promissory note was interest bearing at 5% per annum and was due and payable on the first to occur of (1) the consummation of Business Combination or (2) June 11, 2016 (or such later date as would have been approved by the Company’s shareholders by amendment of the Company’s charter to complete the Business Combination). Sponsor loaned the Company $0.2 million to cover expenses related to daily operations. In connection with the consummation of the Business Combination, the March 2016 promissory note balance of $0.2 million, including unpaid interest, was paid in full.

On January 5, 2016, the Company issued a convertible promissory note, referred to as the “January 2016 convertible note” to Sponsor pursuant to which the Company borrowed $0.4 million from Sponsor for operating expenses. The January 2016 convertible note was interest bearing at 5% per annum and was due and payable on June 11, 2016. At the option of Sponsor, any amounts outstanding under the January 2016 convertible note could have been converted into warrants to purchase shares of common stock at a conversion price of $0.50 per warrant. Each warrant would have entitled Sponsor to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole

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share). Each warrant would have contained other terms identical to the terms contained in the private placement warrants previously issued to Sponsor. Through March 31, 2016, the Company incurred an insignificant amount of interest expense which, under the terms of the January 2016 convertible note, was added to the principal amount. In connection with the consummation of the Business Combination, the January 2016 convertible note balance of $0.4 million, including unpaid interest, was paid in full.

On March 26, 2015, the Company issued a convertible promissory note, referred to as the “March 2015 convertible note”, to Sponsor pursuant to which, on April 16, 2015, the Company borrowed $0.3 million from Sponsor for operating expenses. The March 2015 convertible note was interest bearing at 5% per annum and was due and payable on June 11, 2016. At the option of Sponsor, any amounts outstanding under the March 2015 convertible note could have been converted into warrants to purchase shares of the Company’s common stock at a conversion price of $0.60 per warrant. Each warrant would have entitled Sponsor to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share). Each such warrant would have contained other terms identical to the terms contained in the private placement warrants previously issued to Sponsor. Through March 31, 2016, the Company incurred $14 thousand of interest expense which under the terms of the March 2015 convertible note was added to the principal amount. In connection with the consummation of the Business Combination, the March 2015 convertible note balance of $0.3 million, including unpaid interest, was paid in full.

Director Founder Shares

In connection with the consummation of the Business Combination, certain directors of the Company were paid 10,000 Founder Shares each by Sponsor (on behalf of the Company) for past service on the Company’s board of directors. These shares were paid in lieu of cash board fees because the Company was not permitted to pay board fees directly to its directors pursuant to the underwriting agreement the Company entered into with the underwriters at the time of the IPO. The value of these shares is included in Transaction related costs on the Company’s condensed consolidated statement of operations.

Administrative Service Agreement

The Company had an agreement to pay $10 thousand a month for office space, administrative services and secretarial support to WL Ross & Co. LLC, an affiliate of the Sponsor. On March 26, 2015, Sponsor irrevocably and unconditionally waived the $10 thousand per month payment obligations of the Company for office space, administrative services and secretarial support for the year beginning on January 1, 2015 to December 31, 2015. On January 13, 2016, Sponsor irrevocably and unconditionally waived the $10 thousand per month payment obligations for the period beginning on January 1, 2016 and ending on December 31, 2016. This agreement was terminated prior to the completion of the Business Combination.

Contingent Consideration Obligations Pursuant to the TRA and the Merger Agreement

Subsequent to the Business Combination, TPG beneficially owns approximately 35% of the Company’s common stock, including Founder Shares, and is considered a related party of the Successor. In connection with the Business Combination, TPG became a party to the TRA and obtained the right to receive the Deferred Cash Consideration pursuant to the Merger Agreement. The fair value of these contingent consideration liabilities was $142.2 million as of June 30, 2016, and is recorded in Due to related party pursuant to contingent consideration obligations on the Company’s condensed consolidated balance sheet. See Note 3 and Note 9.

Predecessor - Letter Agreement for Chairman’s Services

On January 16, 2012, the Predecessor and Dan F. Smith, a member of the Predecessor Board of Directors, entered into a Letter Agreement for Chairman’s Services (together with subsequent extensions, the “Letter Agreement”). In connection with the closing of the Business Combination, the parties agreed to terminate the Letter Agreement and their rights and obligations thereunder.  The termination of the Letter Agreement entitled Mr. Smith to a fee of $0.2 million in cash, which is included in Transaction related costs on the Company’s condensed consolidated statement of operations.

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Predecessor - Other Agreements with TPG

The Predecessor entered into a management services agreement with TPG, the indirect majority owner of the Predecessor, pursuant to which it provided the Predecessor with ongoing management, advisory, specialized operational and consulting services. The fees incurred in connection with this agreement were recorded in Selling, general and administrative expenses in the condensed consolidated statements of operations.

Pursuant to the management services agreement, the Predecessor also paid TPG fees in connection with consulting services it provided in relation to certain corporate transactions. TPG received reimbursements for out-of-pocket expenses incurred by TPG in connection with these transactions. These fees were recorded in Selling, general and administrative expenses in the condensed consolidated statements of operations.

As a result of the Business Combination on the Closing Date, TPG and the Predecessor terminated the management services agreement and their rights and obligations thereunder. Pursuant to the management services agreement, the Predecessor paid TPG a success fee of $9.9 million relating to the closing of the Business Combination determined in accordance with the terms of the management services agreement.  This fee was recorded in Transaction related costs of the Predecessor during the period from April 1, 2016 through June 8, 2016 in the condensed consolidated statement of operations.

The table below summarizes activity recorded during the respective periods related to the items described above:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended   June 30, 2015		Nine Months Ended   June 30, 2015
Sales to TPG related entities	$	0.3	$	0.3	$	1.3	$	3.1	$	1.6	$	7.1
Amounts included in Selling, general and administrative expenses
Management fees to TPG	$	—	$	—	$	0.5	$	2.1	$	1.1	$	2.5
Consulting fees to TPG	$	—	$	—	$	0.2	$	0.4	$	0.2	$	0.7
Amounts included in Transaction related costs
Fee paid in connection with the Business Combination	$	—	$	—	$	9.9	$	9.9	$	—	$	—

There were no purchases from TPG related entities in the Successor or Predecessor periods.

TPG related entities owed the Company $0.4 million at June 30, 2016 for the Successor and $0.3 million at September 30, 2015 for the Predecessor which were included in Accounts and notes receivable in the Company’s condensed consolidated balance sheets.

Predecessor - Consulting Services Agreement

The Predecessor had a strategic consulting services agreement with Steven B. Schwarzwaelder, a member of the Board of Directors of the Predecessor, under which it paid an annual fee of $0.175 million. The Predecessor recorded less than $0.1 million for each respective period April 1 through June 8, 2016 and October 1, 2015 through June 8, 2016, as well as the three and nine months ended June 30, 2015 related to this agreement. This fee was recorded in Selling, general and administrative expenses in the condensed consolidated statements of operations. As a result of the Business Combination, the parties terminated the consulting services agreement and their rights and obligations thereunder.

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15. Income Taxes

The Company and its two active U.S. corporate subsidiaries, Blocker and Sub Holding, are incorporated in the U.S. and as such are subject to U.S. income taxes. The Company and Blocker will file a consolidated U.S. Federal income tax return and both will file various state returns. Sub Holding will file a separate U.S. Federal income tax return and various state tax returns. The Company’s controlled foreign corporations are subject to taxation at the entity level in their respective jurisdictions.

Income tax benefit for the three months ended June 30, 2016 for the Successor was $1.3 million. The tax benefit for the three months ended June 30, 2016 for the Successor reflects an effective tax rate of a benefit of 7.7%.

Income tax benefit for the nine months ended June 30, 2016 for the Successor was $1.3 million. The tax benefit for the nine months ended June 30, 2016 for the Successor reflects an effective tax rate of a benefit of 7.1%.

Holdings is organized as a limited liability company and is taxed as a partnership for U.S. income tax purposes. As such, with the exception of a limited number of state and local jurisdictions, Holdings is not subject to U.S. income taxes. Accordingly, Blocker and the Selling Equityholders (other than the holders of equity interests in Blocker) will report their share of Holdings’ taxable income earned prior to the Closing Date on their respective U.S. federal tax returns. Holdings and its subsidiaries made tax distributions of approximately $0.1 million to, or on behalf of, the Selling Equityholders during the three and nine months ended June 30, 2015.

Income tax expense for the period from April 1, 2016 through June 8, 2016 for the Predecessor was $1.1 million on a pre-tax loss of $19.1 million compared to $1.8 million on pre-tax income of $20.6 million for the three months ended June 30, 2015 for the Predecessor. The current period tax expense was attributable to income tax expense on profitable foreign operations, primarily Puerto Rico and EMEA. The prior period tax expense was largely attributed to foreign income tax expense on profitable foreign operations.

Income tax expense for the period from October 1, 2015 through June 8, 2016 for the Predecessor was $4.2 million on a pre-tax loss of $9.7 million compared to $2.7 million on pre-tax income of $14.2 million for the nine months ended June 30, 2015 for the Predecessor. The current period tax expense was attributable to income tax expense on profitable foreign operations, primarily Canada, EMEA, Puerto Rico and Mexico. The prior period expense was largely attributed to foreign income tax expense on profitable foreign operations.

For all periods, the Company computed the provision for income taxes based on the actual year-to-date effective tax rate by applying the discrete method.  Use of the annual effective tax rate, which relies on accurate projections by legal entity of income earned and taxed in foreign jurisdictions, as well as accurate projections by legal entity of permanent and temporary differences, was not considered a reliable estimate for purposes of calculating year-to-date income tax expense.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As a result of the adoption of ASU 2015-17, deferred tax assets and liabilities and any related valuation allowances are classified as noncurrent on a prospective basis. See Note 2.

At June 30, 2016 for the Successor and September 30, 2015 for the Predecessor, the valuation allowance was $4.2 million and $3.6 million, respectively, primarily relating to Nexeo Plaschem operations. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon management’s expectations at June 30, 2016, management believes it is more likely than not that it will realize the majority of its deferred tax assets.

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Uncertain Tax Positions

U.S. GAAP prescribes a recognition threshold and measurement attribute for the accounting and financial statement disclosure of tax positions taken or expected to be taken in a tax return. The evaluation of a tax position is a two-step process.  The first step requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position.  The second step requires the Company to recognize in the financial statements each tax position that meets the more likely than not criteria, measured as the amount of benefit that has a greater than 50% likelihood of being realized. Differences between the amount of tax benefits taken or expected to be taken in the income tax returns and the amount of tax benefits recognized in the financial statements represent the Company’s unrecognized income tax benefits, which are recorded as a liability, with the long-term portion included in Other non-current liabilities and the current portion included in Accrued expenses and other liabilities on the Company’s condensed consolidated balance sheet.

The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of income tax expense in the condensed consolidated statements of operations. There was an insignificant amount of interest and penalties recognized during all periods. As of June 30, 2016 for the Successor and September 30, 2015 for the Predecessor, the Company had $1.2 million and $1.1 million, respectively, related to uncertain tax positions, including related accrued interest and penalties.

The Company believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $0.6 million as a result of the expiration of certain statute of limitations periods and anticipated settlements.

The Company or one of its subsidiaries files income tax returns in various state and foreign jurisdictions. Within the U.S., the Company is subject to federal and state income tax examination by tax authorities for periods after December 2011. With respect to countries outside of the U.S., with certain exceptions, the Company’s foreign subsidiaries are subject to income tax audits for years after 2010.

16. Segment and Geographic Data

The Company operates through three lines of business, or operating segments: Chemicals, Plastics and Environmental Services, that market to different sets of customers operating in an array of industries, with various end markets and customer segments within those industries. For segment presentation and disclosure purposes, the Chemicals and Plastics lines of business constitute separate reportable segments while the Environmental Services line of business, which does not meet the materiality threshold for separate disclosure and the historical composites products sales in Asia are combined in an “Other” segment.

Each line of business represents unique products and suppliers, and each line of business focuses on specific end markets within its industry based on a variety of factors, including supplier or customer opportunities, expected growth and prevailing economic conditions. Across the Chemicals and Plastics lines of business there are numerous industry segments, end markets and sub markets that the Company may choose to focus on. These end markets may change from year to year depending on the underlying market economics, supplier focus, expected profitability and the Company’s strategic agenda.

The Chemicals, Plastics and Environmental Services lines of business compete with national, regional and local companies throughout North America. Additionally, the Chemicals and Plastics lines of business compete with other distribution companies in Asia. The Plastics line of business also competes with other distribution companies in EMEA. Competition within each line of business is based primarily on the diversity of the product portfolio, service offerings, reliability of supply, technical support and price. The accounting policies used to account for transactions in each of the lines of business are the same as those used to account for transactions at the corporate level.

The Chemicals and Plastics lines of business are distribution businesses, while the Environmental Services line of business provides hazardous and non-hazardous waste collection, recovery, recycling and arrangement for disposal services.

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A brief description of each line of business follows:

Chemicals. The Chemicals line of business distributes specialty and industrial chemicals, additives and solvents to industrial users via rail cars, bulk tanker trucks and as packaged goods in trucks. The Company’s chemical products are distributed in more than 50 countries worldwide, primarily in North America and Asia. In connection with the distribution of chemicals products, the Company provides value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development. While the Chemicals line of business serves multiple end markets, key end markets within the industrial space including household, industrial and institutional, performance coatings (including architectural coatings, adhesives, sealants and elastomers), lubricants, oil and gas and personal care.

Plastics. The Plastics line of business distributes a broad product line consisting of commodity polymer products and prime engineering resins to plastics processors engaged in blow molding, extrusion, injection molding and rotation molding via rail car, bulk truck, truckload boxes and less-than truckload quantities. The Company’s plastics products are distributed in more than 50 countries worldwide, primarily in North America, EMEA and Asia. The Plastics line of business serves a broad cross section of industrial segments, with a current focus on the healthcare and automotive end markets.

Other. The Environmental Services line of business, in connection with certain waste disposal service companies, provides customers with comprehensive hazardous and non-hazardous waste collection, recovery and arrangement for disposal services or recycling in North America, primarily in the U.S. These environmental services are offered through the Company’s network of distribution facilities which are used as transfer facilities. The Other segment also includes historical composites products sales in Asia.

The Chief Executive Officer is the Chief Operating Decision Maker. The Chief Operating Decision Maker reviews operating results in order to make decisions, assess performance and allocate resources to each line of business. In order to maintain the focus on line of business performance, certain expenses are excluded from the line of business results utilized by the Company’s Chief Operating Decision Maker in evaluating line of business performance. These expenses include depreciation and amortization, selling, general and administrative expense, corporate items such as transaction related costs, interest and income tax expense. These items are separately delineated to reconcile to reported net income. Intersegment revenues were insignificant.

Certain assets are aggregated at the line of business level. The assets attributable to the Company’s lines of business, that are reviewed by the Chief Operating Decision Maker, consist of trade accounts receivable, inventories, goodwill and any specific assets that are otherwise directly associated with a line of business. The Company’s inventory of packaging materials and containers are generally not allocated to a line of business and are included in unallocated assets.

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Summarized financial information relating to the Company’s lines of business is as follows. The Successor periods in the summarized financial information for the three and nine months ended June 30, 2016 includes 22 days (June 9, 2016 through June 30, 2016) of the combined operating results, as well as the full three and nine months ended June 30, 2016 of WLRH’s operating results, which consisted primarily of transaction related costs.

	Successor						Predecessor
	Three Months Ended   June 30, 2016			Nine Months Ended   June 30, 2016			April 1 Through June 8, 2016			October 1, 2015 Through June 8, 2016			Three Months Ended June 30, 2015			Nine Months Ended June 30, 2015
Sales and operating revenues
Chemicals	$	94.2		$	94.2		$	298.7		$	1,066.4		$	482.6		$	1,503.9
Plastics	109.9			109.9			329.8			1,192.2			477.4			1,429.6
Other	10.2			10.2			21.7			81.5			28.8			85.8
Total sales and operating revenues	$	214.3		$	214.3		$	650.2		$	2,340.1		$	988.8		$	3,019.3
Gross profit
Chemicals	$	9.6		$	9.6		$	38.8		$	136.2		$	59.9		$	168.1
Plastics	6.7			6.7			32.2			117.6			44.8			113.3
Other	2.5			2.5			4.4			18.1			6.6			21.1
Total gross profit	$	18.8		$	18.8		$	75.4		$	271.9		$	111.3		$	302.5
Selling, general & administrative expenses	$	19.1		$	19.2		$	57.5		$	208.9		$	82.9		$	248.5
Transaction related costs	15.9			18.0			26.1			33.4			—			0.1
Change in fair value related to contingent consideration	(2.3		)	(2.3		)	—			—			—			—
Total operating income (loss)	(13.9		)	(16.1		)	(8.2		)	29.6			28.4			53.9
Other income	—			—			0.3			2.9			8.4			9.1
Interest income (expense)
Interest income	0.3			0.9			—			0.1			—			0.1
Interest expense	(3.2		)	(3.2		)	(11.2		)	(42.3		)	(16.2		)	(48.9		)
Income (loss) from continuing operations before income taxes	$	(16.8	)	$	(18.4	)	$	(19.1	)	$	(9.7	)	$	20.6		$	14.2

	Successor		Predecessor
	June 30, 2016		September 30, 2015
IDENTIFIABLE ASSETS
Chemicals	$	667.2	$	696.9
Plastics	726.9		530.2
Other	91.3		35.1
Total identifiable assets by segment	1,485.4		1,262.2
Unallocated assets	632.6		446.7
Total assets	$	2,118.0	$	1,708.9

Goodwill amounts by reportable segment at June 30, 2016 are based on the preliminary purchase consideration allocation of the Business Combination, which is based on preliminary valuations performed to determine the fair value of the acquired assets and assumed liabilities as of the Closing Date. Accordingly, the amounts allocated to goodwill are subject to adjustments that could have a material impact on total goodwill and goodwill by reportable segment. See Note 3.

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Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale, are presented below:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended   June 30, 2015		Nine Months Ended June 30, 2015
North America	$	174.4	$	174.4	$	535.9	$	1,917.2	$	816.2	$	2,507.5
EMEA	29.3		29.3		78.8		291.9		129.7		374.1
Asia	10.6		10.6		35.5		131.0		42.9		137.7
Total	$	214.3	$	214.3	$	650.2	$	2,340.1	$	988.8	$	3,019.3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and with the Successor and Predecessor Annual Reports on Form 10-K filed with the SEC on January 14, 2016 and December 7, 2015, respectively. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Forward-Looking Statements” elsewhere in this Quarterly Report. 

The terms “the Company,” “us,” “our” and “we” and similar terms in this report refer to Nexeo Solutions, Inc. and its consolidated subsidiaries.

Overview

The Company is the result of the Business Combination between WLRH and Holdings that closed on June 9, 2016. The “Successor” financial information reflects the combined operations of WLRH for the three and nine months ended June 30, 2016 and the operations of Holdings after the Closing Date, after purchase price allocations. The “Predecessor” financial information reflects the operations of Holdings prior to the Closing Date of the Business Combination.

We are a global distributor of chemicals products in North America and Asia, and plastics products in North America, EMEA and Asia. In connection with the distribution of chemicals products, we provide value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development. We also provide environmental services, including waste collection, recovery and arrangement for disposal services and recycling in North America, primarily in the U.S., through our Environmental Services line of business. The Predecessor was a distributor of composites products in North America until July 1, 2014, when these operations were sold and as a result, activity associated with these operations is reflected as discontinued operations for all periods presented.

Based on revenues for fiscal year 2015, the Predecessor was ranked third in North America and fifth globally among the top 100 chemical distributors, as reported by the Independent Chemical Information Service (or ICIS), one of the largest petrochemical market information providers.

We distribute approximately 23,000 products into over 80 countries for approximately 1,300 suppliers to approximately 27,500 customers.

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We have long-standing relationships with major chemicals and plastics producers and suppliers, a strong geographic presence and supply chain network and a relatively stable customer base that benefits from the service and distribution value we provide. The products we distribute are used in a broad cross section of manufacturing industries, in various end markets and customer segments within those industries, including the household, industrial and institutional, lubricants, performance coatings (including architectural coatings, adhesives, sealants and elastomers), automotive, healthcare, personal care, oil and gas and construction end markets.

Our diverse array of product offerings allows us to provide many of our customers with a one-stop-shop resource for their chemicals and plastics needs. For customers with multiple locations, our centralized business model helps ensure consistency of product offerings and a single point of contact. Our services and full product offering allow for product customization, cost savings to customers on transaction and transportation costs and reliance on a single supplier to source all of their diverse product requirements.

We believe that we provide a compelling value proposition to suppliers as a single bulk buyer of their products and by acting as an extension of their sales force by representing their brands and providing technical support to customers. We also provide value to suppliers by distributing to larger customers through dedicated strategic accounts sales and marketing programs designed to solidify key relationships through enhanced customer service, efficient delivery and specialized value-added solutions. In addition to the value-added services mentioned above, we provide other services including dedicated stocking programs, vendor-managed inventory, quarterly customer demand forecasting, technical support and supply chain services. In addition, our understanding of key end markets presents additional opportunities with suppliers whose products are in substantial demand by customers situated in these end markets.

We have an experienced management team with deep knowledge of the industry. We continue to implement strategies and invest significantly to build upon our strengths by creating industry-leading marketing capabilities, including our focus on specific end markets, sales force effectiveness tools, market-based pricing and geographic expansion.

We distribute our broad product portfolio through a supply chain consisting of approximately 170 owned, leased or third-party warehouses, rail terminals and tank terminals globally. We have a private fleet of over 1,000 units, primarily located in North America, including the addition of new tractors obtained through the Ryder Lease. These new vehicles have replaced older vehicles in our fleet, and provide cost savings in fuel usage and maintenance and significantly enhance our delivery capabilities. See Note 5 to our condensed consolidated financial statements.

We currently employ approximately 2,550 employees globally and have approximately 500 sales professionals situated in North America, EMEA and Asia, including technical support, field managers and strategic account managers to assist our customers in the selection and application of commodity and specialty products for their end products and processes.

While certain market conditions have improved during the three months ended June 30, 2016 as compared to the three months ended March 31, 2016 as a result of crude oil prices surpassing $45 per barrel in the three months ended June 30, 2016. Although we anticipated increases in crude oil prices would result in increases in average selling prices, crude oil price increases did not result in increases in average selling prices during the three months ended June 30, 2016, or increased purchasing behavior, primarily due to oversupply in the market. Macro industrial demand is lower than expected and has affected all areas of our business. While crude oil prices have improved in the current quarter, they are still lower in comparison to last year and pricing overall has decreased in both commodities and specialties in the current fiscal year to date in comparison to the comparable period in the prior fiscal year. Even with these factors, we have established initiatives to increase our market share, further develop our sales team and our supply chain services.

Significant Events in Fiscal Year 2016

Business Combination

On June 9, 2016, we consummated the Business Combination pursuant to the Merger Agreement, whereby WLRH acquired Holdings and Blocker for a total consideration of approximately $812.0 million, consisting of cash, stock and other consideration through a series of two mergers. As a result of the Business Combination, Holdings and Blocker became wholly-owned subsidiaries of WLRH.

In connection with the closing of the Business Combination, we changed our name from “WL Ross Holding Corp.” to “Nexeo Solutions, Inc.” and changed the ticker symbol for our common stock on NASDAQ from “WLRH” to “NXEO”.

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Our Board of Directors approved a change in our fiscal year end from December 31 to September 30 in connection with the closing of the Business Combination.

Segment Overview

We are organized into three lines of business, or operating segments: Chemicals, Plastics and Environmental Services. Our lines of business market to different sets of customers operating in an array of industries, with various end markets and customer segments within those industries. For segment presentation and disclosure purposes, our Chemicals and Plastics lines of business constitute separate reportable segments while the Environmental Services line of business, which does not meet the materiality threshold for separate disclosure and is included in the “Other” segment.

Each line of business represents unique products and suppliers, and each line of business focuses on specific end markets within its industry based on a variety of factors including supplier or customer opportunities, expected growth and prevailing economic conditions. Across our Chemicals and Plastics lines of business there are numerous industry segments, end markets and sub markets that we may choose to focus on. These end markets may change from year to year depending on the underlying market economics, supplier focus, expected profitability and its strategic agenda.

Our Chemicals, Plastics and Environmental Services lines of business compete with national, regional and local companies throughout North America. Our Chemicals and Plastics lines of business compete with other distribution companies in Asia, and the Plastics line of business also competes with other distribution companies in EMEA. In addition, in some of the markets in which we operate, large chemical producers may elect to distribute their products directly to end-user customers. Competition is based primarily on the diversity and quality of the product portfolio, service offerings, reliability of supply, technical support, price and delivery capabilities. The accounting policies used to account for transactions in each of the lines of business are the same as those used to account for transactions at the corporate level.

A brief description of each of our lines of business follows:

Chemicals. The Chemicals line of business distributes specialty and industrial chemicals, additives and solvents to industrial users via rail cars, bulk tanker trucks and as packaged goods in trucks. While our chemicals products are distributed in more than 50 countries worldwide, we primarily distribute our chemicals products in North America and Asia. In connection with the distribution of our chemical products, we provide value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development. While our Chemicals line of business serves multiple end markets, key end markets within the industrial space are household, industrial and institutional, performance coatings (including architectural coatings, adhesives, sealants and elastomers), lubricants, personal care and oil and gas.

Plastics. The Plastics line of business supplies a broad product line consisting of commodity polymer products and prime engineering resins for plastics processors engaged in blow molding, extrusion, injection molding and rotation molding via rail car, bulk truck, truckload boxes and less-than-truckload quantities. While our plastics products are distributed in more than 50 countries worldwide, we primarily distribute our plastics products in North America, EMEA and Asia. The Plastics line of business serves a broad cross section of industrial segments, with a current focus on the healthcare and automotive end markets.

Environmental Services. The Environmental Services line of business, in connection with certain waste disposal service companies, provides customers with comprehensive hazardous and non-hazardous waste collection, recovery, recycling and arrangement for disposal services in North America, primarily in the U.S. These environmental services are offered through our network of distribution facilities which are used as transfer facilities.

Key Factors Affecting our Results of Operations and Financial Condition

General and regional economic conditions. The consumption of chemicals and plastics in the broad industry segments and end markets that we serve generally corresponds to the level of production of goods and services in the global economy, amplified by the regional economies where we have commercial operations. As a result, when general economic conditions improve or deteriorate, our volumes tend to fluctuate accordingly. We manage our cost structure in line with general economic conditions, but our volumes and profitability are ultimately correlated with the underlying demand for the end-products of the industries we serve.

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Price fluctuations. The prices at which we resell the products we distribute in our Chemicals and Plastics lines of business generally fluctuate in accordance with the prices that we pay for these products. Product prices we pay are largely driven by the underlying global and regional economic conditions that drive the prices of two primary raw materials of production: crude oil (primarily naphtha) and natural gas (primarily ethane). These two raw material sources are used in the production of propylene and ethylene which are key feedstocks used in over 90% of organic-based commodity and specialty chemicals, as well as in the subsequent production of the intermediate plastics products we distribute. The prices of these feedstocks are also affected by other factors including choices made by feedstock producers for uses of these feedstocks (e.g., as an ingredient in gasoline versus a feedstock to the chemical industry), the capacity devoted to production of these feedstocks and other macroeconomic factors that impact the producers. As a distributor, the prices of these feedstocks are not in our control. However, we are generally able to pass on finished good price increases and decreases to our customers in accordance with the fluctuations in our product costs and transportation-related costs (e.g., fuel costs). As a result, movements in our sales revenue and cost of sales tend to correspond with changes in our product prices. Additionally, as capacity or demand patterns change, we typically experience a corresponding change in the average selling prices of the products we distribute. Our gross profit margins generally decrease in deflationary price environments because we are selling inventory that was previously purchased at higher prices. Alternatively, our gross profit margins generally increase during inflationary pricing environments because we are able to sell inventory that was previously purchased at lower prices. The extent to which profitability increases or decreases, however, also depends on the relative speed at which selling prices adjust in relation to inventory costs. As a logistics provider, oil price movements also typically impact our transportation and delivery costs.

Volume based pricing. We generally procure chemicals and plastics raw materials through purchase orders rather than under long-term contracts with firm commitments. Our arrangements with key producers and suppliers are typically embodied in agreements that we refer to as framework supply agreements. We work to develop strong relationships with a select group of producers and suppliers that complement our strategy based on a number of factors, including price, breadth of product offering, quality, market recognition, delivery terms and schedules, continuity of supply and each producer’s strategic positioning. Our framework supply agreements with producers and suppliers typically renew annually and, while they generally do not provide for specific product pricing, some, primarily those related to our Chemicals line of business, include volume-based financial incentives through supplier rebates, which we earn by meeting or exceeding target purchase volumes.

Inflation. Our average selling prices generally rise when commodity prices increase as producers and suppliers raise the market prices of the products that we distribute. During inflationary periods our customers maximize the amount of inventory they carry in anticipation of even higher prices and consequently, this environment of excess demand favorably impacts our volumes sold, revenues and gross profit due to the lag between rising prices and our cost of goods sold. The reverse is true in periods of decreasing commodity prices. This condition creates an environment of overcapacity, driving market prices of products downward, and we must quickly adjust inventories and buying patterns to respond to price declines. Our primary objective is to replace inventories at lower costs while maintaining or enhancing unit profitability.

Some of our assets and liabilities, primarily cash, receivables, inventories and accounts payable, are impacted by commodity price inflation because they are indirectly affected by market prices of raw materials for our products. To the extent that we are able to manage our working capital in periods of changing prices, the overall impact of inflation on our net working capital is generally not significant.

Currency exchange rate fluctuations. We conduct our business on an international basis in multiple currencies.  A portion of our sales and costs of sales are denominated in currencies other than the functional currency of our subsidiaries.  Strengthening of our subsidiaries’ functional currency relative to the other currencies in which some transactions are denominated creates a negative impact on sales, but a positive impact on costs. Additionally, because we report our consolidated results in U.S. dollars, the results of operations and the financial position of our local international operations, which are generally reported in the relevant local currencies, are translated into U.S. dollars at the applicable exchange rates for inclusion in our condensed consolidated financial statements.  Strengthening of the U.S. dollar relative to our subsidiaries’ functional currencies causes a negative impact on sales but a positive impact on costs.

Economic Outlook. We operate in the North American, European and Asian regions. Global markets have generally been sluggish and recovery has been slow, with the uncertainty surrounding the citizens of the United Kingdom (the “U.K.”) approving the exit of the U.K. from the European Union and the Asia-Pacific economy projected for a decline. The U.S. economy has improved somewhat in the past quarter however, industry demand has decreased in this region as well. Although the overall global market has been bearish, through the use of our pricing tools and discipline, we have been able to offset some of the effects of the recent global deflationary environment.

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The following is a summary of GDP and oil price fluctuations in our various regions of operations by fiscal quarter.

	Q3 16 v Q3 15		Q2 16 v Q2 15		Q1 16 v Q1 15		Q4 15 v Q4 14
North America
U.S. GDP Growth	1.2	%	1.6	%	1.9	%	2.2	%
West Texas Intermediate Crude Oil Price Decrease	(18.8	)%	(22.6	)%	(30.5	)%	(50.6	)%
EMEA
Euro Area GDP Growth	1.6	%	1.7	%	1.7	%	1.6	%
Brent Crude Oil Price Decrease	(20.3	)%	(31.6	)%	(33.8	)%	(50.0	)%
Asia
China GDP Growth (1)	6.7	%	6.7	%	6.8	%	6.9	%

⁽¹⁾ As reported by the Chinese government.

Overall GDP growth remains below 2.0% for many of the countries in which we operate. This slow recovery, together with lower oil prices during the three months ended June 30, 2016 as compared to the three months ended June 30, 2015, has resulted in lower demand, and by extension, lower sales volumes and average selling prices when compared to the previous comparable year to date period. In terms of currency, the U.S. dollar has continued to strengthen over the prior two comparable annual periods against most other currencies in which we transact. As a result of these factors, reported dollar revenues and gross profit have been negatively impacted in many of our regions’ operations.

North America

The North American recovery that began in 2013 continued through 2015. The North American economic environment has been relatively stable through the nine months ended June 30, 2016.

In terms of currency, the CAD strengthened slightly against the U.S. dollar from March 31, 2016 to June 30, 2016; however, the CAD has weakened during the nine months ended June 30, 2016 compared to the comparable period in the prior year, which affected, among other items, the reported dollar revenues and gross profit from our Canadian operations.

When compared to fiscal year 2015, we continue to see declining selling prices for the products we distributed during fiscal year 2016. We expect market forces and the intensity of competition to continue to drive pricing pressure during the current fiscal year.

EMEA

In Europe, we conduct business primarily in the Western European countries. While the outlook for economic growth in Europe improved beginning late in 2015 overall GDP growth has remained slow with many Western European nations experiencing growth below 2.0% and current developments adding uncertainty to Europe’s economic prospects.

In terms of currency, the euro and the other European currencies weakened versus the U.S. dollar from March 31, 2016 to June 30, 2016 and also weakened during the nine months ended June 30, 2016 compared to the nine months ended June 30, 2015, which affected, among other items, the reported dollar revenues and gross profit from our European operations.

The market prices for the products we sell in Europe are closely correlated to the cost of Brent Crude as these operations are primarily based on the distribution of commodity plastics products and most products are sourced in Europe. Consistent with the continuous decline in oil prices during 2015 and into 2016, our operations in Europe experienced a decline in average selling prices.

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Asia

Our operations in Asia are concentrated mainly in China. Recent GDP growth in China, as reported by the Chinese government, has been slower than their reported GDP growth over the past five years, primarily due to a weaker property sector, lower credit growth and weakened industrial production.

In terms of currency, the RMB declined slightly against the U.S. dollar during the nine months ended June 30, 2016 compared to the nine months ended June 30, 2015, which affected, among other items, the reported dollar revenues and gross profit from the Company’s China operations. Consistent with these macroeconomic conditions, we experienced decreases in sales revenue for fiscal periods in 2016 and 2015 as compared to comparable periods in 2014.

Strategic Initiatives

We are focused on initiatives to enhance growth and profitability, including:

• Growing organically by increasing the breadth and depth of our specialty capabilities, expanding our suite of value-added services and driving scale enhancements;

• Complementing organic growth by pursuing attractive merger and acquisition opportunities and delivering value creation by leveraging our centralized platform while achieving increased geographic reach and providing enhanced product/service offerings;

• Expanding margins through mix enhancement, disciplined pricing execution, platform scalability and end market diversification;

• Maintaining our efforts on cost improvement through execution of our transportation strategy, warehouse productivity gains, corporate selling, general and administrative operational efficiencies and optimization of our customer coverage model;

• Achieving our operational return goals by maximizing cash conversion, optimizing our working capital requirements and maintaining an asset-lite model; and

• Attracting and retaining the talent we need to maintain the capabilities that define a market leader.

Certain Factors Affecting Comparability to Prior Period Financial Results

Prior to the Business Combination, WLRH operated as a blank check development stage company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. As a result, operations were minimal before the Business Combination. After the Business Combination our results of operations are not directly comparable to historical results of the operations for the periods presented, primarily because:

• Our fiscal year-end was changed from December 31st to September 30th. As a result of this change, the condensed consolidated financial statements presented within this Quarterly Report on Form 10-Q include the period from October 1, 2015 through June 30, 2016.

• In connection with the Business Combination, certain assets and liabilities had fair value adjustments applied to the Predecessor’s consolidated financial statements on the Closing Date, most notably:

◦ Inventory

◦ Intangible assets

◦ Plant, property and equipment, and

◦ Goodwill

• Further, in connection with the Business Combination, we have recognized certain contingent liabilities. See Note 3 to our condensed consolidated financial statements.

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• The three and nine months ended June 30, 2016 includes 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016.

As a result of the factors listed above, historical results of operations and other financial data, as well as period-to-period comparisons of these results, may not be comparable or indicative of future operating results or future financial condition.

Results of Operations

Three Months Ended June 30, 2016 (Successor) compared with Three Months Ended June 30, 2015 (Predecessor)

The Successor period includes operating results of the acquired business from June 9, 2016 through June 30, 2016 and operating results of WLRH for the full three months ended June 30, 2016, whereas, the predecessor period includes the operating results of the Predecessor for the full three months ended June 30, 2015.

	Successor			Predecessor								% of Sales and Operating Revenues For the
	Three Months Ended   June 30,			Three Months Ended   June 30,			Period Over Period Favorable (Unfavorable)					Three Months Ended   June 30,
(in millions)	2016			2015			$ Change			% Change		2016		2015
Sales and operating revenues
Chemicals	$	94.2		$	482.6		$	(388.4	)	(80.5	)%	44.0	%	48.8	%
Plastics	109.9			477.4			(367.5		)	(77.0	)%	51.3	%	48.3	%
Other	10.2			28.8			(18.6		)	(64.6	)%	4.7	%	2.9	%
Total sales and operating revenues	$	214.3		$	988.8		$	(774.5	)	(78.3	)%	100.0	%	100.0	%
Gross profit
Chemicals	$	9.6		$	59.9		$	(50.3	)	(84.0	)%	10.2	%	12.4	%
Plastics	6.7			44.8			(38.1		)	(85.0	)%	6.1	%	9.4	%
Other	2.5			6.6			(4.1		)	(62.1	)%	24.5	%	22.9	%
Total gross profit	$	18.8		$	111.3		$	(92.5	)	(83.1	)%	8.8	%	11.3	%
Selling, general and administrative expenses	$	19.1		$	82.9		$	63.8		77.0	%	8.9	%	8.4	%
Transaction related costs	15.9			—			(15.9		)	*		7.4	%	—	%
Change in fair value of contingent consideration obligations	(2.3		)	—			2.3			*		(1.1	)%	—	%
Operating income (loss)	(13.9		)	28.4			(42.3		)	(148.9	)%	(6.5	)%	2.9	%
Other income	—			8.4			(8.4		)	(100.0	)%	—	%	0.8	%
Interest expense, net	(2.9		)	(16.2		)	13.3			82.1	%	(1.4	)%	(1.6	)%
Income (loss) from continuing operations before income taxes	(16.8		)	20.6			(37.4		)	(181.6	)%	(7.8	)%	2.1	%
Income tax expense (benefit)	(1.3		)	1.8			3.1			172.2	%	(0.6	)%	0.2	%
Net income (loss)	$	(15.5	)	$	18.8		$	(34.3	)	(182.4	)%	(7.2	)%	1.9	%

*      Not meaningful

Sales and operating revenues

Sales and operating revenues for the three months ended June 30, 2016 decreased $774.5 million, or 78.3% as compared to the three months ended June 30, 2015. The decrease in revenues was primarily attributable to comparing periods that include the acquired business’ operating results for a 22-day period to operating results of 91 days. Additionally, declines in revenue were driven by lower sales per shipping day and lower average selling prices in both our Chemicals and Plastics businesses as a result of the decline in oil and other commodity prices as well as weaker industrial demand during the current period.

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Chemicals

Sales and operating revenues for the Chemicals line of business for the three months ended June 30, 2016 decreased $388.4 million, or 80.5% as compared to the three months ended June 30, 2015. Revenues decreased due to comparing periods that include the acquired business’ operating results for a 22-day period to operating results of 91 days. Sales per shipping day declined 20.7% due to average selling prices decline as a result of lower oil and commodity prices. Additionally, certain suppliers have elected to supply customers directly.

Plastics

Sales and operating revenues for the Plastics line of business for the three months ended June 30, 2016 decreased $367.5 million, or 77.0% as compared to the three months ended June 30, 2015. Revenues decreased due to comparing periods that include the acquired business’ operating results for a 22-day period to operating results of 91 days. Sales per shipping day decreased 6.5% as average selling prices declined as a result of lower oil and other commodity prices as well as weaker industrial demand.

Other

Sales and operating revenues for the Other segment for the three months ended June 30, 2016 decreased $18.6 million, or 64.6% as compared to the three months ended June 30, 2015. The decrease in revenues was primarily due to comparing periods that include the acquired business’ operating results for a 22-day period to operating results of 91 days. Sales per shipping day increased 43.9% due to new customer acquisitions as well as expanded operations with existing customers.

Gross profit

Gross profit declined $92.5 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 22-day period to operating results of 91 days. Gross profit as a percentage of sales for the three months ended June 30, 2016 was 8.8% as compared to 11.3% for the three months ended June 30, 2015. The decrease was primarily attributable to the realization of $6.9 million related to half of the inventory step up recorded due to the Business Combination.

Chemicals

Gross profit declined $50.3 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 22-day period to operating results of 91 days. Gross profit as a percentage of sales for the Chemicals line of business for the three months ended June 30, 2016 was 10.2% as compared to 12.4% for the three months ended June 30, 2015. The decrease was primarily attributable to the realization of $3.0 million related to half of the inventory step up recorded due to the Business Combination.

Plastics

Gross profit declined $38.1 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 22-day period to operating results of 91 days. Gross profit as a percentage of sales for the Plastics line of business for the three months ended June 30, 2016 was 6.1% as compared to 9.4% for the three months ended June 30, 2015. The decrease was primarily the result of the volume and price decreases described above and the realization of $3.9 million related to half of the inventory step up recorded due to the Business Combination.

Other

Gross profit declined $4.1 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 22-day period to operating results of 91 days. Gross profit as a percentage of sales for the Other segment for the three months ended June 30, 2016 was 24.5% as compared to 22.9% for the three months ended June 30, 2015. The increase was primarily due to new customer acquisitions as well as expanded operations with existing customers.

57

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended June 30, 2016 decreased $63.8 million, or 77.0% as compared to the three months ended June 30, 2015. This decrease was primarily attributable to comparing periods that include the acquired business’ operating results for a 22-day period to operating results of 91 days. Selling, general and administrative expenses per day declined 4.3% for the three months ended June 30, 2016 to the three months ended June 30, 2015. This decrease was primarily driven by lower employee costs and lower consulting costs as a result of execution on key productivity and cost management initiatives. These decreases were partially offset by increased depreciation and amortization expense as a result of the fair value step up in assets associated with the Business Combination in the current period.

Transaction related costs

We incurred transaction related costs of $15.9 million in the three months ended June 30, 2016. These costs were primarily related to legal and consulting costs incurred in the Business Combination.

Other income

Other income for the three months ended June 30, 2015 was $8.4 million and was mainly due to a gain of $8.0 million recorded in connection with the release of escrow funds from a previous acquisition in the second quarter of fiscal year 2015.

Interest expense, net

Interest expense, net for the three months ended June 30, 2016 was $2.9 million due to the new debt acquired in connection with the Business Combination, along with the amortization of the costs associated with issuing the debt. Interest expense, net for the three months ended June 30, 2015 was $16.2 million primarily related to the Predecessor debt, along with the amortization of the costs associated with issuing the debt. The decrease in interest expense, net was primarily due to comparing periods that include operating results for a 22-day period to one consisting of 91 days.

Income tax expense

Income tax benefit for the three months ended June 30, 2016 was $1.3 million and is directly attributable to the loss incurred from continuing operations. Successor and Predecessor income taxes are generally not comparable as the Predecessor was organized as a limited liability company and taxed as a partnership for U.S. income tax purposes. Predecessor income tax expense for the three months ended June 30, 2015 was $1.8 million and primarily attributable to foreign income tax expense on profitable foreign operations.

58

April 1 Through June 8, 2016 (Predecessor) compared with Three Months Ended June 30, 2015 (Predecessor)

	Predecessor			Predecessor								% of Sales and Operating Revenues For
	April 1 Through June 8,			Three Months Ended   June 30,			Period Over Period Favorable (Unfavorable)					April 1 Through June 8,		Three Months Ended   June 30,
(in millions)	2016			2015			$ Change			% Change		2016		2015
Sales and operating revenues
Chemicals	$	298.7		$	482.6		$	(183.9	)	(38.1	)%	45.9	%	48.8	%
Plastics	329.8			477.4			(147.6		)	(30.9	)%	50.7	%	48.3	%
Other	21.7			28.8			(7.1		)	(24.7	)%	3.4	%	2.9	%
Total sales and operating revenues	$	650.2		$	988.8		$	(338.6	)	(34.2	)%	100.0	%	100.0	%
Gross profit
Chemicals	$	38.8		$	59.9		$	(21.1	)	(35.2	)%	13.0	%	12.4	%
Plastics	32.2			44.8			(12.6		)	(28.1	)%	9.8	%	9.4	%
Other	4.4			6.6			(2.2		)	(33.3	)%	20.3	%	22.9	%
Total gross profit	$	75.4		$	111.3		$	(35.9	)	(32.3	)%	11.6	%	11.3	%
Selling, general and administrative expenses	$	57.5		$	82.9		$	25.4		30.6	%	8.8	%	8.4	%
Transaction related costs	26.1			—			(26.1		)	*		4.0	%	—	%
Operating income (loss)	(8.2		)	28.4			(36.6		)	(128.9	)%	(1.3	)%	2.9	%
Other income	0.3			8.4			(8.1		)	(96.4	)%	—	%	0.8	%
Interest expense, net	(11.2		)	(16.2		)	5.0			30.9	%	(1.7	)%	(1.6	)%
Income (loss) from continuing operations before income taxes	(19.1		)	20.6			(39.7		)	(192.7	)%	(2.9	)%	2.1	%
Income tax expense	1.1			1.8			0.7			38.9	%	0.2	%	0.2	%
Net income (loss)	$	(20.2	)	$	18.8		$	(39.0	)	(207.4	)%	(3.1	)%	1.9	%

*      Not meaningful

Sales and operating revenues

Sales and operating revenues from April 1, 2016 through June 8, 2016 decreased $338.6 million, or 34.2% as compared to the three months ended June 30, 2015. The decrease in revenues was primarily attributable to comparing periods that include the Predecessor operating results for a 69-day period as compared to operating results of 91 days. Additionally, declines in revenue were driven by lower sales per shipping day and lower average selling prices in both our Chemicals and Plastics businesses as a result of the decline in oil and other commodity prices, as well as weaker industrial demand during the current period.

Chemicals

Sales and operating revenues for the Chemicals line of business from April 1, 2016 through June 8, 2016 compared to the three months ended June 30, 2015 decreased $183.9 million, or 38.1%. Revenues decreased due to comparing periods that include the Predecessor’s operating results for a 69-day period as compared to operating results of 91 days. Sales per shipping day decreased 17.9% as average selling prices declined driven by lower oil and commodity prices. Additionally, certain suppliers have elected to supply customers directly.

59

Plastics

Sales and operating revenues for the Plastics line of business from April 1, 2016 through June 8, 2016 decreased $147.6 million, or 30.9% as compared to the three months ended June 30, 2015. Revenues decreased due to comparing periods that include the Predecessor’s operating results for a 69-day period as compared to operating results of 91 days. Sales per shipping day declined 8.4% due to average selling prices decline as a result of lower oil and other commodity prices as well as weaker industrial demand.

Other

Sales and operating revenues for the Other segment from April 1, 2016 through June 8, 2016 as compared to the three months ended June 30, 2015 decreased $7.1 million, or 24.7%. The decrease in revenues was primarily due to comparing periods that include the Predecessor’s operating results for a 69-day period as compared to operating results of 91 days.

Gross profit

Gross profit declined $35.9 million for the period April 1, 2016 through June 8, 2016 compared to the three months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 69-day period to operating results of 91 days. Gross profit as a percentage of sales from April 1, 2016 through June 8, 2016 was 11.6% as compared to 11.3% for the three months ended June 30, 2015. This increase was primarily attributable to the positive impact in the current period of certain profitability initiatives and improved product mix.

Chemicals

Gross profit declined $21.1 million for the period April 1, 2016 through June 8, 2016 compared to the three months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 69-day period to operating results of 91 days. Gross profit as a percentage of sales for the Chemicals line of business from April 1, 2016 through June 8, 2016 was 13.0% as compared to 12.4% for the three months ended June 30, 2015. The increase was primarily attributable to (i) our profitability initiatives, (ii) effective management of product costs in the deflationary environment and (iii) improved product mix.

Plastics

Gross profit declined $12.6 million for the period April 1, 2016 through June 8, 2016 compared to the three months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 69-day period to operating results of 91 days. Gross profit as a percentage of sales for the Plastics line of business from April 1, 2016 through June 8, 2016 was 9.8% as compared to 9.4% for the three months ended June 30, 2015. The increase was primarily the result of the continued impact of certain profitability initiatives that are helping to reduce the impact of the price compression and volume declines we are experiencing and improved product mix.

Other

Gross profit declined $2.2 million for the period April 1, 2016 through June 8, 2016 compared to the three months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 69-day period to operating results of 91 days. Gross profit as a percentage of sales for the Other segment from April 1, 2016 through June 8, 2016 was 20.3% as compared to 22.9% for the three months ended June 30, 2015. The decrease was primarily due to lower margins on recycled materials and some price compression associated with a competitive market.

60

Selling, general and administrative expenses

Selling, general and administrative expenses for the period from April 1, 2016 through June 8, 2016 decreased by $25.4 million or 30.6% compared to the three months ended June 30, 2015. This decrease was primarily attributable to comparing periods that include the acquired business’ operating results for a 69-day period to operating results of 91 days. Selling, general and administrative expenses per day for the period from April 1, 2016 through June 8, 2016 decreased by approximately 8.6% compared to the three months ended June 30, 2015. This decrease was primarily due to lower employee costs and lower consulting costs as a result of execution on key productivity and cost management initiatives.

Transaction related costs

We incurred transaction related costs of $26.1 million from April 1, 2016 through June 8, 2016. These costs were primarily related to legal and consulting costs incurred in the Business Combination, and the success fee of $9.9 million paid to TPG upon consummation of the Business Combination.

Other income

Other income from April 1, 2016 through June 8, 2016 as compared to the three months ended June 30, 2015 decreased $8.1 million. The Company had recognized a gain in the three months ended June 30, 2015 of $8.0 million related to the release of funds initially placed in escrow in connection with a previous acquisition.

Interest expense, net

Interest expense, net from April 1, 2016 through June 8, 2016 decreased $5.0 million, or 30.9% as compared to the three months ended June 30, 2015. Interest expense, net is primarily related to the Predecessor debt, along with the amortization of the costs associated with issuing the debt. The decrease in interest expense, net was primarily due to comparing periods that include operating results for a 69-day period as compared to operating results of 91 days.

Income tax expense

Income tax expense from April 1, 2016 through June 8, 2016 was $1.1 million and attributable to income tax expense on profitable foreign operations, primarily Puerto Rico and EMEA. Income tax expense for the three months ended June 30, 2015 was $1.8 million and largely attributable to foreign income tax expense on profitable foreign operations.

61

Nine Months Ended June 30, 2016 (Successor) compared with Nine Months Ended June 30, 2015 (Predecessor)

The Successor period includes operating results from June 9, 2016 through June 30, 2016 of the acquired business’ and the full nine months endedJune 30, 2016 of WLRH’s operating results, whereas, the predecessor period represents the full nine months endedJune 30, 2015 of the Predecessor’s operating results.

	Successor			Predecessor
	Nine Months Ended   June 30, 2016			Nine Months Ended   June 30, 2015			Period Over Period Favorable (Unfavorable)					% of Sales and Operating Revenues For the Nine Months Ended June 30,
(in millions)							$ Change			% Change		2016		2015
Sales and operating revenues
Chemicals	$	94.2		$	1,503.9		$	(1,409.7	)	(93.7	)%	44.0	%	49.8	%
Plastics	109.9			1,429.6			(1,319.7		)	(92.3	)%	51.3	%	47.3	%
Other	10.2			85.8			(75.6		)	(88.1	)%	4.7	%	2.9	%
Total sales and operating revenues	$	214.3		$	3,019.3		$	(2,805.0	)	(92.9	)%	100.0	%	100.0	%
Gross profit
Chemicals	$	9.6		$	168.1		$	(158.5	)	(94.3	)%	10.2	%	11.2	%
Plastics	6.7			113.3			(106.6		)	(94.1	)%	6.1	%	7.9	%
Other	2.5			21.1			(18.6		)	(88.2	)%	24.5	%	24.6	%
Total gross profit	$	18.8		$	302.5		$	(283.7	)	(93.8	)%	8.8	%	10.0	%
Selling, general and administrative expenses	$	19.2		$	248.5		$	229.3		92.3	%	9.0	%	8.2	%
Transaction related costs	18.0			0.1			(17.9		)	*		8.4	%	*
Change in fair value related to contingent consideration obligations	(2.3		)	—			2.3			*		(1.1	)%	*
Operating income (loss)	(16.1		)	53.9			(70.0		)	(129.9	)%	(7.5	)%	1.8	%
Other income	—			9.1			(9.1		)	(100.0	)%	—	%	0.3	%
Net interest expense	(2.3		)	(48.8		)	46.5			95.3	%	(1.1	)%	(1.6	)%
Income (loss) before income taxes	(18.4		)	14.2			(32.6		)	(229.6	)%	(8.6	)%	0.5	%
Income tax expense (benefit)	(1.3		)	2.7			4.0			148.1	%	(0.6	)%	0.1	%
Net income (loss) from continuing operations	(17.1		)	11.5			(28.6		)	(248.7	)%	(8.0	)%	0.4	%
Net loss from discontinued operations, net of tax	—			(0.8		)	0.8			100.0	%	—	%	*
Net income (loss)	$	(17.1	)	$	10.7		$	(27.8	)	259.8	%	(8.0	)%	0.4	%

*      Not meaningful

Sales and operating revenues

Sales and operating revenues for the nine months endedJune 30, 2016 as compared to the nine months endedJune 30, 2015 decreased $2,805.0 million or 92.9%. This decrease was primarily attributable to comparing periods that include the acquired business’ operating results for a 22-day period as compared to operating results of 273 days. Additionally, declines in revenue were driven by lower sales per shipping day and lower average selling prices in both our Chemicals and Plastics businesses as a result of the decline in oil and other commodity prices during the current period, as well as, weaker industrial demand.

62

Chemicals

Sales and operating revenues for the Chemicals line of business for the nine months endedJune 30, 2016 as compared to the nine months endedJune 30, 2015 decreased $1,409.7 million or 93.7%. The decrease was primarily attributable to comparing periods that include the acquired business’ operating results for a 22-day period as compared to operating results of 273 days. Sales per shipping day declined 23.7% as average selling prices declined as a result of lower oil and commodity prices. Additionally, certain suppliers have elected to supply customers directly.

Plastics

Sales and operating revenues for the Plastics line of business for the nine months endedJune 30, 2016 as compared to the nine months endedJune 30, 2015decreased $1,319.7 million or 92.3%. The revenue decrease was primarily attributable to comparing periods that include the acquired business’ operating results for a 22-day period as compared to operating results of 273 days. Sales per shipping day decreased 6.3% as average selling prices declined due to lower oil and other commodity prices as well as weaker industrial demand.

Other

Sales and operating revenues for the Other segment for the nine months endedJune 30, 2016 as compared to the nine months endedJune 30, 2015decreased $75.6 million or 88.1%. The decrease in revenues was primarily due to comparing periods that include the acquired business’ operating results for a 22-day period as compared to operating results of 273 days.

Gross Profit

Gross profit declined $283.7 million for the nine months ended June 30, 2016 compared to the nine months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 22-day period to operating results of 273 days. Gross profit as a percentage of sales for the nine months endedJune 30, 2016 was 8.8% as compared to 10.0% for the nine months endedJune 30, 2015. This decrease was attributable to the realization of $6.9 million associated with half of the inventory step up recorded due to the Business Combination.

Chemicals

Gross profit declined $158.5 million for the nine months ended June 30, 2016 compared to the nine months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 22-day period to operating results of 273 days. Gross profit as a percentage of sales for the Chemicals line of business for the nine months endedJune 30, 2016 was 10.2% as compared to 11.2% for the nine months endedJune 30, 2015. The decrease was attributable to the realization of $3.0 million related to half of the inventory step up recorded due to the Business Combination.

Plastics

Gross profit declined $106.6 million for the nine months ended June 30, 2016 compared to the nine months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 22-day period to operating results of 273 days. Gross profit as a percentage of sales for the Plastics line of business for the nine months endedJune 30, 2016 was 6.1% as compared to 7.9% for the nine months endedJune 30, 2015. The decrease was primarily attributable to the realization of $3.9 million related to half of the inventory step up recorded due to the Business Combination.

Other

Gross profit declined $18.6 million for the nine months ended June 30, 2016 compared to the nine months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 22-day period to operating results of 273 days. Gross profit as a percentage of sales for the Other segment for the nine months endedJune 30, 2016 was 24.5% as compared to 24.6% for the nine months endedJune 30, 2015.

63

Selling, general and administrative expenses

Selling, general and administrative expenses for the nine months endedJune 30, 2016 decreased $229.3 million or 92.3% compared to the nine months ended June 30, 2015. The decrease was primarily attributable to comparing periods that include the acquired business’ operating results for a 22-day period as compared to operating results of 273 days. Selling, general and administrative expenses per day for the nine months endedJune 30, 2016 decreased approximately 4.6% compared to the nine months endedJune 30, 2015. This decrease was driven primarily by lower employee and consulting costs as a result of execution on key productivity and cost management initiatives. This decrease was partially offset by increased depreciation and amortization expense as a result of the fair value step up in assets associated with the Business Combination in the current period.

Transaction related costs

We incurred $18.0 million in transaction related costs for the nine months endedJune 30, 2016. These costs were primarily related to legal and consulting costs incurred in the Business Combination.

Other income

Other income for the nine months endedJune 30, 2015 was $9.1 million and was mainly due to a gain of $8.0 million recorded in connection with the release of escrow funds from a previous acquisition in the second quarter of fiscal year 2015.

Interest expense, net

Interest expense, net for the nine months endedJune 30, 2016 was $2.3 million and is primarily related to the new debt acquired due to the Business Combination, along with the amortization of the costs associated with issuing the debt. Interest expense, net for the nine months endedJune 30, 2015 was $48.8 million and is primarily related to the Predecessor debt, along with the amortization of the costs associated with issuing the debt. The decrease was primarily due to comparing periods that include operating results for a 22-day period as compared to operating results of 273 days.

Income tax expense

Income tax benefit for the nine months ended June 30, 2016 was $1.3 million and is directly attributable to the loss incurred from continuing operations. Successor and Predecessor income taxes are generally not comparable as the Predecessor was organized as a limited liability company and taxed as a partnership for U.S. income tax purposes. Predecessor income tax expense for the nine months ended June 30, 2015 was $2.7 million and primarily attributable to foreign income tax expense on profitable foreign operations.

64

October 1, 2015 Through June 8, 2016 (Predecessor) compared with Nine Months Ended June 30, 2015 (Predecessor)

	Predecessor			Predecessor								% of Sales and Operating Revenues For
	October 1, 2015 Through June 8, 2016			Nine Months Ended   June 30, 2015			Period Over Period Favorable (Unfavorable)					October 1, 2015 Through June 8, 2016		Nine Months Ended   June 30, 2015
(in millions)							$ Change			% Change
Sales and operating revenues
Chemicals	$	1,066.4		$	1,503.9		$	(437.5	)	(29.1	)%	45.6	%	49.8	%
Plastics	1,192.2			1,429.6			(237.4		)	(16.6	)%	50.9	%	47.3	%
Other	81.5			85.8			(4.3		)	(5.0	)%	3.5	%	2.9	%
Total sales and operating revenues	$	2,340.1		$	3,019.3		$	(679.2	)	(22.5	)%	100.0	%	100.0	%
Gross profit
Chemicals	$	136.2		$	168.1		$	(31.9	)	(19.0	)%	12.8	%	11.2	%
Plastics	117.6			113.3			4.3			3.8	%	9.9	%	7.9	%
Other	18.1			21.1			(3.0		)	(14.2	)%	22.2	%	24.6	%
Total gross profit	$	271.9		$	302.5		$	(30.6	)	(10.1	)%	11.6	%	10.0	%
Selling, general and administrative expenses	$	208.9		$	248.5		$	39.6		15.9	%	8.9	%	8.2	%
Transaction related costs	33.4			0.1			(33.3		)	*		1.4	%	*
Operating income	29.6			53.9			(24.3		)	(45.1	)%	1.3	%	1.8	%
Other income	2.9			9.1			(6.2		)	(68.1	)%	0.1	%	0.3	%
Net interest expense	(42.2		)	(48.8		)	6.6			13.5	%	(1.8	)%	(1.6	)%
Income (loss) before income taxes	(9.7		)	14.2			(23.9		)	(168.3	)%	(0.4	)%	0.5	%
Income tax expense	4.2			2.7			(1.5		)	(55.6	)%	0.2	%	0.1	%
Net income (loss) from continuing operations	(13.9		)	11.5			(25.4		)	(220.9	)%	(0.6	)%	0.4	%
Net income (loss) from discontinued operations, net of tax	0.1			(0.8		)	0.9			112.5	%	—	%	*
Net income (loss)	$	(13.8	)	$	10.7		$	(24.5	)	229.0	%	(0.6	)%	0.4	%

*      Not meaningful

Sales and operating revenues

Sales and operating revenues from October 1, 2015 through June 8, 2016 as compared to the nine months endedJune 30, 2015decreased $679.2 million, or 22.5%. This decrease was primarily attributable to comparing periods that include the acquired business’ operating results for a 252-day period as compared to operating results of 273 days. Additionally, declines in revenue were driven by lower sales per shipping day and lower average selling prices in both our Chemicals and Plastics businesses as a result of the decline in oil and other commodity prices during the current period as well as weaker industrial demand.

65

Chemicals

Sales and operating revenues for the Chemicals line of business from October 1, 2015 through June 8, 2016 as compared to the nine months endedJune 30, 2015 decreased $437.5 million or 29.1%. The decrease was primarily attributable to comparing periods that include the Predecessor’s operating results for a 252-day period as compared to operating results of 273 days. Sale per shipping day declined 23.2% as average selling prices declined as a result of lower oil and commodity prices. Additionally, certain suppliers elected to supply customers directly.

Plastics

Sales and operating revenues for the Plastics line of business from October 1, 2015 through June 8, 2016 as compared to the nine months endedJune 30, 2015decreased $237.4 million or 16.6%. The revenue decrease was primarily attributable to comparing periods that include the Predecessor’s operating results for a 252-day period as compared to operating results of 273 days. Sales per shipping day decreased 9.7% as average selling prices declined due to lower oil and other commodity prices as well weaker industrial demand.

Other

Sales and operating revenues for the Other segment from October 1, 2015 through June 8, 2016 as compared to the nine months endedJune 30, 2015decreased $4.3 million or 5.0%. The decrease in revenues was primarily due to comparing periods that include the Predecessor’s operating results for a 252-day period as compared to operating results of 273 days. Sales per shipping day increased 2.9% due to new customer acquisitions as well as expanded operations with existing customers.

Gross Profit

Gross profit declined $30.6 million for the period from October 1, 2015 through June 8, 2016 compared to the nine months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 252-day period to operating results of 273 days. Gross profit as a percentage of sales from October 1, 2015 through June 8, 2016 was 11.6% as compared to 10.0% for the nine months endedJune 30, 2015. This increase was primarily attributable to the positive impact in the current period of (i) certain profitability initiatives, (ii) improved product mix and (iii) the decrease in cost of sales and operating expenses driven by the execution of cost saving efforts, including better utilization of our private fleet, better management of certain warehouse costs and other operating improvements and lower costs for certain products, particularly commodities.

Chemicals

Gross profit declined $31.9 million for the period from October 1, 2015 through June 8, 2016 compared to the nine months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 252-day period to operating results of 273 days. Gross profit as a percentage of sales for the Chemicals line of business from October 1, 2015 through June 8, 2016 was 12.8% as compared to 11.2% for the nine months endedJune 30, 2015. The increase was primarily attributable to the positive impact during the current period of (i) our profitability initiatives, (ii) effective management of product costs in the deflationary environment, (iii) improved product mix and (iv) the continued execution of cost saving efforts including better utilization of our private fleet, better management of certain warehouse costs and other operating improvements.

Plastics

Gross profit increased $4.3 million for the period from October 1, 2015 through June 8, 2016 compared to the nine months ended June 30, 2015. Gross profit as a percentage of sales for the Plastics line of business from October 1, 2015 through June 8, 2016 was 9.9% as compared to 7.9% for the nine months endedJune 30, 2015. The increase was primarily the result of the continued impact of certain profitability initiatives that are helping to reduce the impact of the price compression and volume declines we are experiencing, improved product mix and the decrease in operating expenses that resulted from the continued execution of cost saving efforts including better utilization of our private fleet, better management of certain warehouse costs and other operating improvements.

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Other

Gross profit decreased $3.0 million for the period from October 1, 2015 through June 8, 2016 compared to the nine months ended June 30, 2015. The decrease in gross profit was primarily due to comparing periods that include the acquired business’ operating results for 252-day period to operating results of 273 days. Gross profit as a percentage of sales for the Other segment from October 1, 2015 through June 8, 2016 was 22.2% as compared to 24.6% for the nine months endedJune 30, 2015. The decrease was primarily due to higher costs related to new and expanded operations coupled with lower margins on recycled materials as the result of a decline in market value of the materials and some price compression associated with a competitive market.

Selling, general and administrative expenses

Selling, general and administrative expenses for the period from October 1, 2015 through June 8, 2016 decreased from October 1, 2015 through June 8, 2016 decreased $39.6 million or 15.9% compared to the nine months ended June 30, 2015. This decrease was primarily attributable to comparing periods that include the acquired business’ operating results for a 252-day period as compared to operating results of 273 days. Selling, general and administrative expenses per day for the period from October 1, 2015 through June 8, 2016 decreased by approximately 8.9% compared to the nine months endedJune 30, 2015. This decrease was primarily driven by lower employee and consulting costs as a result of execution on key productivity and cost management initiatives.

Transaction related costs

We incurred $33.4 million in transaction related costs from October 1, 2015 through June 8, 2016. These costs were primarily related to legal and consulting costs incurred in the Business Combination.

Other income

Other income from October 1, 2015 through June 8, 2016 was $2.9 million and was primarily due to a gain of $2.0 million in the sale of old private fleet tractors that were replaced with tractors under the Ryder Lease and a $0.6 million gain on the repurchase of $9.5 million of Notes. See Notes 5 and 7 to our condensed consolidated financial statements. Other income for the nine months endedJune 30, 2015 was $9.1 million and mainly due to a gain of $8.0 million recorded in connection with the release of escrow funds from a previous acquisition in the second quarter of fiscal year 2015.

Interest expense, net

Interest expense, net from October 1, 2015 through June 8, 2016 and nine months endedJune 30, 2015 was $42.2 million and $48.8 million, respectively. Interest expense, net is primarily related to the Predecessor debt, along with the amortization of the costs associated with issuing the debt. The decrease was primarily due to comparing periods that include operating results for a 252-day period as compared to operating results of 273 days.

Income tax expense

Income tax expense from October 1, 2015 through June 8, 2016 was $4.2 million and attributable to income tax expense on profitable foreign operations, primarily Canada, EMEA, Puerto Rico and Mexico. Income tax expense for the nine months endedJune 30, 2015 was $2.7 million and largely attributable to foreign income tax expense on profitable foreign operations.

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Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash flows generated from our operations and our borrowing availability under our New ABL Facility. Cash flows generated from our operations are influenced by seasonal patterns of our business and other timing circumstances that can result in increases or decreases in working capital requirements for any given period during the course of our fiscal year. Our ability to generate sufficient cash flows from our operating activities will continue to be primarily dependent on purchasing and distributing chemical and plastic materials. Additionally, our ability to generate cash flows in the normal course of business can be significantly influenced by changing global and regional macroeconomic conditions. Borrowing availability under our New ABL Facility is subject to a borrowing base generally comprised of eligible inventory, accounts receivable and cash and cash equivalents held in certain accounts and certain of its subsidiaries. Our availability under the New ABL Facility is, therefore, potentially subject to fluctuations, depending on the value of the eligible assets in the borrowing base on a given valuation date. An inability to borrow under the New ABL Facility may adversely affect our liquidity, results of operations and financial condition.

Our operating cash requirements consist principally of inventory purchases, trade credit extended to customers, labor, occupancy costs and delivery and transportation costs. Non-operating cash requirements include debt service requirements, acquisition-related costs, capital expenditures and investor tax payments.

Capital Expenditures

Cash capital expenditures for the nine months endedJune 30, 2016 for the Successor and from October 1, 2015 through June 8, 2016 for the Predecessor were $1.4 million and $14.2 million, respectively, and related primarily to facility improvements and information technology investments. We expect our aggregate capital expenditures for the remaining fiscal year 2016 (excluding acquisitions and assets acquired via capital leases) to be approximately $10.0 million. These expenditures are expected to be primarily related to fixed asset replacements, improvements to our information technology infrastructure and additions of equipment and vehicles.

The Predecessor took delivery of 106 tractors under the Ryder Lease during the period from October 1, 2015 through June 8, 2016, and made capital lease payments of $2.9 million. The Successor made capital lease payments of $0.4 million during the nine months endedJune 30, 2016. In connection with the delivery of these tractors, $13.9 million of equipment cost and corresponding capital lease obligations were reflected in the condensed consolidated financial statements of the Predecessor. The initial total equipment cost and corresponding capital lease obligations associated with the Ryder Lease are expected to be $25.9 million. We are permitted to terminate the lease of an individual tractor on the anniversary of its delivery date, provided that certain conditions are met.  In the event we terminate the lease of an individual tractor in accordance with the terms of the Ryder Lease, we may elect to purchase the individual tractor at a predetermined residual value or return the tractor to Ryder, subject to an adjustment based on the then-current market value of the individual tractor. See Note 5 to our condensed consolidated financial statements.

In March 2016, the Predecessor entered into a lease agreement for a new facility in Montgomery, Illinois. The lease has a term of 15 years, with annual payments beginning at $1.1 million per year. This lease agreement will be accounted for as a capital lease, and we expect to begin the lease term in November 2016. See Note 5 to our condensed consolidated financial statements.

Indebtedness

On June 9, 2016, we entered into the New ABL Facility which provides for asset-based secured credit financing. We also entered into the New Term Loan Facility, which allows us to draw secured term loan financing.

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New Credit Facilities

New ABL Facility

The New ABL Facility provides for senior secured revolving credit financing including a U.S. Tranche of up to $505.0 million and a Canadian Tranche of up to the U.S. dollar equivalent of $40.0 million, and a FILO Tranche up to $30.0 million, subject, in each case, to availability under the respective borrowing bases. Other than during the existence of an event of default, the size of the Canadian Tranche or the U.S. Tranche may be increased or decreased with a corresponding decrease or increase, respectively, in the Canadian Tranche or U.S. Tranche, at the beginning of each quarter, at our option, provided that the aggregate of the Revolving Commitment Increases (as defined in the New ABL Facility) shall not exceed $175.0 million. The New ABL Facility includes a letter of credit subfacility, which permits up to $200.0 million of letters of credit under the U.S. Tranche (which may be denominated in U.S. dollars, euros or other currencies approved by the administrative agent and the issuing bank) and up to the U.S. dollar equivalent of $10.0 million of letters of credit under the Canadian Tranche (which may be denominated in CAD only). The New ABL Facility also contains a FILO Tranche to include a $30.0 million initial aggregate amount.

Fees paid to the lenders in connection with the New ABL Facility totaled $6.8 million and were recorded as debt issuance costs in Other non-current assets on the condensed consolidated balance sheets to be amortized as interest expense over the remaining term of the New ABL Facility.

At June 30, 2016, we had $131.1 million in borrowings outstanding under the New ABL Facility. Interest expense related to the New ABL Facility, excluding amortization of debt issuance costs, was $0.4 million and for the three and nine months ending June 30, 2016.

New Term Loan Facility

The New Term Loan Facility provides senior secured debt financing in an aggregate principal amount of up to $655.0 million and the right, at our option, to request additional tranches of term loans in an aggregate principal amount, when included with any incremental borrowings issued under the New ABL Facility, amount up to $175.0 million, plus unlimited additional amounts such that the aggregate principal amount of indebtedness outstanding at any one time does not cause the consolidated net senior secured leverage ratio, calculated on a pro forma basis, to exceed 4.1 to 1.0. Availability of such additional tranches of term loans are subject to the absence of any default, and among other things, the receipt of commitments by existing or additional financial institutions. Proceeds of $651.7 million, net of discount of $3.3 million were received in connection with the New Term Loan Facility.

At June 30, 2016, we had $655.0 million in borrowings outstanding under the New Term Loan Facility. We are required to make early principal payments on an annual basis, commencing with the fiscal year ended September 30, 2017, if cash flows for the year, as defined in the agreement, exceed certain levels specified in the agreement. Interest expense related to the New Term Loan Facility, excluding original issue discount amortization and amortization of debt issuance costs, was $2.1 million for the three and nine months ended June 30, 2016.

Fees paid to the lenders in connection with the New Term Loan Facility totaled $18.5 million and were recorded as a reduction of the debt balance to be amortized as interest expense over the remaining term of the New Term Loan Facility.

We were in compliance at June 30, 2016 with all covenants on the New Credit Facilities.

Predecessor Credit Facilities

In addition to cash flows generated from its operations, the Predecessor’s sources of liquidity included borrowings under the Predecessor Credit Facilities. The Predecessor’s ABL Facility was scheduled to mature on July 11, 2017 and the Predecessor Term Loan Facility was scheduled to mature on September 9, 2017. As of the Closing Date, the Predecessor was in compliance with the covenants of the Predecessor Credit Facilities. In connection with the completion of the Business Combination, a principal payment of $617.5 million was made and all of the Predecessor’s outstanding indebtedness and other obligations under the Predecessor Credit Facilities were fully discharged.

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Predecessor Senior Subordinated Notes due 2018

The Notes were scheduled to mature on March 1, 2018. As of the Closing Date, the Predecessor was in compliance with the covenants of the indenture governing the Notes.

Effective as of the Closing Date, the Issuers redeemed all of the approximately $149.7 million principal amount of the Notes outstanding at a redemption price equal to 100% of the principal amount (plus accrued and unpaid interest up to, but not including the Closing Date). The Issuers had previously notified the holders of the Notes that they had elected to redeem the Notes on the Closing Date. The Issuers and the guarantors under the Notes have been released from their respective obligations under the Notes and the Indenture governing the Notes, effective as of the Closing Date.

Liquidity

The following table summarizes our liquidity position as of June 30, 2016 and September 30, 2015:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Cash and cash equivalents	$	38.6	$	127.7
Predecessor ABL Facility availability	—		321.4
New ABL Facility availability	125.2		—
Total liquidity	$	163.8	$	449.1

Cash and Cash Equivalents

At June 30, 2016, we had $35.4 million of cash and cash equivalents held by foreign subsidiaries, $33.0 million of which was denominated in currencies other than the U.S. dollar, primarily in euros and RMB. At June 30, 2016, we had $8.9 million in China denominated in RMB. While the RMB is convertible into U.S. dollars, foreign exchange transactions are subject to approvals from the SAFE. We do not anticipate any significant adverse impact to overall liquidity from restrictions on cash and cash equivalents.

New ABL Facility

Under our New ABL Facility, if as of any date of determination when Trigger Event Excess Availability (as defined in the New ABL Facility agreement) is below certain thresholds or upon certain defaults, the ABL Borrowers will be required to deposit cash on a daily basis from certain depository accounts in a collection account maintained with the administrative agent, which will be used to repay outstanding loans and cash collateralized letters of credit. At June 30, 2016, Trigger Event Excess Availability under our New ABL Facility was $125.2 million, which was $84.9 million in excess of the $40.3 million threshold that would trigger the foregoing requirements. The availability under the New ABL Facility is currently capped at $300.0 million until certain lender reporting requirements are satisfied, which are expected to be completed by the end of the current fiscal year.

Based on current and anticipated levels of operations, capital spending projections and conditions in our markets, we believe that cash on hand, together with cash flows from operations and borrowings available under the New ABL Facility, are adequate to meet our working capital and capital expenditure needs as well as any debt service and other cash requirements for at least twelve months.

In addition to operating and non-operating cash requirements previously described, our longer-term liquidity needs are primarily related to our final maturity debt payments due in 2021 and 2023. Depending on market conditions and other factors, we may also consider alternative financing options, including, but not limited to, issuance of equity, issuance of new debt or refinancing of our existing debt obligations.

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Cash Flows

The following table sets forth the major categories of our cash flows for the nine months endedJune 30, 2016 for the Successor, October 1, 2015 to June 8, 2016 for the Predecessor and nine months ended June 30, 2015 for the Predecessor.

Major Categories of Cash Flows  

	Successor			Predecessor			Predecessor
(in millions)	Nine Months Ended   June 30, 2016			October 1, 2015 Through June 8, 2016			Nine Months Ended June 30, 2015
Net cash provided by (used in) operating activities from continuing operations	$	(30.0	)	$	69.5		$	93.6
Net cash provided by (used in) operating activities from discontinued operations	—			0.1			(0.6		)
Net cash provided by (used in) operating activities	(30.0		)	69.6			93.0
Net cash provided by (used in) investing activities	139.1			(11.8		)	(25.0		)
Net cash used in financing activities	(70.7		)	(121.5		)	(65.4		)
Effect of exchange rate changes on cash and cash equivalents	—			0.3			(1.8		)
Increase (decrease) in cash and cash equivalents	38.4			(63.4		)	0.8
Cash and cash equivalents at the beginning of period	0.2			127.7			88.2
Cash and cash equivalents at the end of period	$	38.6		$	64.3		$	89.0

Nine Month Period ended June 30, 2016 (Successor) Compared with Period October 1, 2015 to June 8, 2016 (Predecessor)

Cash flows from operating activities

Net cash used in operating activities for the nine months ended June 30, 2016 for the Successor was $30.0 million, based on a 22-day operating period. Net loss from continuing operations of $17.1 million, adjusted for significant non-cash items such as depreciation and amortization expenses, debt issuance costs, transaction costs paid in stock, equity based compensation, and changes relating to contingent consideration liabilities, collectively totaling $12.9 million, resulted in $4.2 million of cash outflow from continuing operations during the nine months ended June 30, 2016. Additionally, cash flow from continuing operations was negatively impacted by an increase in accounts and notes receivable of $6.0 million, an increase in inventories of $7.0 million, a decrease in accounts payable of $27.3 million and decrease in accrued expenses and other liabilities of $2.6 million, partially offset by attributable to the decrease in other current assets of $2.8 million and a decrease in other assets and liabilities of $0.3 million.

Net cash provided by operating activities for the period October 1 through June 8, 2016 for the Predecessor was $69.5 million, based on a 252-day operating period. Net loss from continuing operations of $13.9 million, adjusted for significant non-cash items such as depreciation and amortization expenses, debt issuance costs, bad debt, equity based compensation, deferred income taxes, gain on the sale of property and equipment and gain on debt extinguishment, collectively totaling $46.2 million, resulted in $32.3 million of cash inflow from continuing operations for the period October 1, 2015 through June 8, 2016. Additionally, cash flow from continuing operations was positively impacted by a decrease in accounts and notes receivable of $34.4 million, increase in accounts payable of $13.4 million and a decrease in inventory of $8.4 million. These amounts were offset by a decrease in accrued expenses and other liabilities of $9.7 million and a change in other current assets and other operating assets and liabilities of $9.0 million.

Cash flows from investing activities

Investing activities provided $139.1 million for the nine months ended June 30, 2016 for the Successor, primarily due to withdrawing $501.1 million from the trust account offset by the cash paid to effect the Business Combination, net of cash acquired of $360.6 million and the additions of property and equipment of $1.4 million mainly related to facility improvements, additional information technology investments and vehicle additions.

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Investing activities used $11.8 million for the period October 1, 2015 through June 8, 2016 for the Predecessor, primarily due to capital expenditures of $14.2 million through the period mainly related to facility improvements, additional information technology investments and vehicle additions. These expenditures were partially offset by net proceeds from the sale of assets of $2.4 million.

Cash flows from financing activities

Financing activities used $70.7 million of cash for the nine months ended June 30, 2016 for the Successor, primarily as a result of repaying Predecessor long-term debt of $767.3 million, repayment of long-term debt of $41.0 million and the payment of debt issuance costs of $25.3 million. These were offset by the issuance of long-term debt of $823.6 million and proceeds of short-term debt of $4.9 million. The Company also issued common stock as consideration for the Business Combination of $234.9 million and redeemed stock of $298.5 million.

Financing activities used $121.5 million for the period October 1, 2015 through June 8, 2016 for the Predecessor, primarily as a result of repaying long-term debt and capital leases of $417.3 million and the repayment of short-term debt of $17.1 million. These were offset by the issuance of long-term debt of $292.1 million and proceeds of short-term debt of $20.9 million.

Nine Month Period Ended June 30, 2016 (Successor) Compared to Nine Month Period Ended June 30, 2015 (Predecessor)

Cash flows from operating activities

Net cash used in operating activities for the nine months ended June 30, 2016 for the Successor was $30.0 million, based on a 22-day operating period. Net loss from continuing operations of $17.1 million, adjusted for significant non-cash items such as depreciation and amortization expenses, debt issuance costs, transaction costs paid in stock, equity based compensation, and changes relating to contingent consideration liabilities, collectively totaling $12.9 million, resulted in $4.2 million of cash outflow from continuing operations during the nine months ended June 30, 2016. Additionally, cash flow from continuing operations was negatively impacted by an increase in accounts and notes receivable of $6.0 million, an increase in inventories of $7.0 million, a decrease in accounts payable of $27.3 million and decrease in accrued expenses and other liabilities of $2.6 million, partially offset by attributable to the decrease in other current assets of $2.8 million and a decrease in other assets and liabilities of $0.3 million.

Net cash provided by operating activities from continuing operations for the nine months ended June 30, 2015 for the Predecessor was $93.6 million, based on a 273-day operating period. Net income from continuing operations of $11.5 million, adjusted for significant non-cash items such as depreciation and amortization expenses, debt issuance costs, provision for bad debt, inventory impairment and deferred income taxes, collectively totaling $50.0 million, resulted in $61.5 million of cash inflow from continuing operations during the nine months ended June 30, 2015. Additionally, cash flow from continuing operations was positively impacted by a decrease in accounts and notes receivable of $77.3 million, partially offset by $59.2 million, attributable to a decrease in accounts payable and accrued expenses. The decrease in accounts and notes receivable was driven primarily by lower sales volumes experienced during the current period as well as timing of collections at period end. There have been no significant changes in billing terms or collection processes during the current period. Certain customers of Nexeo Plaschem are allowed to remit payment during a period of time ranging from 30 days up to nine months and these receivables, which are supported by banknotes issued by large banks in China on behalf of these customers, totaled $5.5 million at June 30, 2015. There was a decrease in inventory of $10.9 million during the nine months ended June 30, 2015, which reflects the impact of lower prices for inventory purchases as well as improved inventory management. Additionally, there was a decrease in other current assets of $6.5 million partially due to a reduction in inventory prepayments.

Cash flows from investing activities

Investing activities provided $139.1 million for the nine months ended June 30, 2016 for the Successor, primarily due to withdrawing $501.1 million from the trust account offset by the $360.6 million paid to effect the Business Combination, net of cash acquired, and the additions of property and equipment of $1.4 million mainly related to facility improvements, additional information technology investments and vehicle additions.

Investing activities used $25.0 million for the nine months ended June 30, 2015 for the Predecessor, primarily due to capital expenditures of $27.3 million through the period mainly related to facility improvements, additional information technology investments and vehicle additions. These expenditures were partially offset by net proceeds from the sale of assets of $2.3 million.

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Cash flows from financing activities

Financing activities used $70.7 million of cash for the nine months ended June 30, 2016 for the Successor, primarily as a result of repaying Predecessor long-term debt of $767.3 million, repayment of long-term debt of $41.0 million and the payment of debt issuance costs of $25.3 million. These were offset by the issuance of long-term debt of $823.6 million and proceeds of short-term debt of $4.9 million. The Company also issued common stock of $234.9 million and redeemed stock of $298.5 million.

Financing activities used $65.4 million of cash for the nine months ended June 30, 2015 for the Predecessor, primarily as a result of the purchase of the remaining equity interest in Nexeo Plaschem for $34.3 million. In addition, financing activities included net payments on the ABL Facility of $15.3 million, net payments of $10.7 million on short-term lines of credit available to Nexeo Plaschem and payments under the Term Loan Facility of $5.0 million.

Contractual Obligations and Commitments

As of June 30, 2016, amounts due under our contractual commitments were as follows:

	Payments Due by Period
	Less than 1 Year		1-3 Years		4-5 Years		Morethan 5Years		Total
Short-term and long-term debt obligations (1)	$	47.5	$	13.1	$	144.1	$	622.2	$	826.9
Estimated interest payments on long-term debt obligations (2)	38.4		77.3		76.5		66.8		259.0
Capital lease obligations (3)	7.5		13.6		13.5		29.9		64.5
Operating lease obligations (4)	15.5		20.7		10.7		8.0		54.9
Purchase obligations (5)	7.9		0.5		0.2		—		8.6
Employee benefit obligations	—		—		—		2.5		2.5
Contingent Consideration (6)	—		—		—		142.2		142.2
Total	$	116.8	$	125.2	$	245.0	$	871.6	$	1,358.6

⁽¹⁾  Short-term obligations primarily include the payment of $41.0 million outstanding under credit facilities available to Nexeo Plaschem. Long-term debt obligations include (i) the payment of $131.1 million in outstanding principal (as of June 30, 2016) under our New ABL Facility and (ii) the payment of $655.0 million in outstanding principal under our New Term Loan Facility. See Note 7 to our condensed consolidated financial statements.

⁽²⁾  Estimated interest payments include cash interest payments and estimated commitment fees on long-term debt obligations. Variable rate interest payments were estimated using interest rates as of June 30, 2016 held constant to maturity.

⁽³⁾  Capital lease obligations represent future payments on capital lease agreements, including lease payments on all tractors under the agreement entered into with Ryder in May 2015. The amounts above include executory costs of $2.1 million per year, for aggregate executory costs totaling $13.3 million. Additionally, the amounts include decreasing annual interest payments ranging from $1.2 million to $0.3 million, for aggregate interest payments totaling $5.2 million. We are permitted to terminate the lease of an individual tractor on the anniversary of its delivery date, provided that certain conditions are met. In the event the Company terminates the lease of an individual tractor in accordance with the terms of the Ryder Lease, the Company may elect to purchase the individual tractor at a predetermined residual value or return the tractor to Ryder, subject to an adjustment based on the then-current market value of the individual tractor. Amounts also include payments under the new facility lease in Montgomery, Illinois, expected to begin in the first quarter of fiscal year 2017. See Notes 5 and 7 to our condensed consolidated financial statements.

⁽⁴⁾  Operating lease obligations represent payments for a variety of facilities and equipment under non-cancellable operating lease agreements including office buildings, transportation equipment, warehouses and storage facilities and other equipment.

⁽⁵⁾  Purchase obligations are related to (i) certain IT-related contracts, (ii) non-cancellable equipment orders and (iii) estimated obligation costs to relocate employees or new hires in various U.S. locations, primarily in The Woodlands, Texas. The relocations are assumed to be completed within one year, although it is not practicable to establish definite completion dates for each employee’s relocation.

(6) Liabilities for contingent consideration are related (i) to the TRA that we entered into with the Selling Equityholders and (ii) the Deferred Cash Consideration that will be paid to Selling Equityholders pursuant to the Merger Agreement. Due to the uncertainty regarding the timing of future cash flows associated with these liabilities, the amounts are currently included in the More than 5 Years column in the table above. See Note 3 and Note 9 to our condensed consolidated financial statements.

Off Balance Sheet Arrangements

We had no off balance sheet arrangements, as defined in Item 303(a) (4) (ii) of Regulation S-K, at June 30, 2016.

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Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Commodity and Product Price Risk

Our business model is to buy and sell products at current market prices in quantities approximately equal to estimated customer demand. Energy costs are a significant component of raw materials that are included in our product costs. Rising or volatile raw material prices for our suppliers, especially those of hydrocarbon derivatives, may cause our costs to increase or may result in volatility in our profitability. Although we do not speculate on changes in the prices of the products we sell, because we maintain inventories in order to serve the needs of our customers, we are subject to the risk of reductions in market prices for products we hold in inventory. We do not use derivatives to manage our commodity price risk because of the large number of products we sell and the large variety of raw materials used in the production of those products.  Inventory management practices are focused on managing product price risk by generally purchasing our inventories via our ERP system which helps us forecast customer demand based on historical practices. Global inventory balances can fluctuate based on variations in regional customer demand forecasts. We collaborate directly with customers in all regions to enhance the ongoing accuracy of these forecasts in order to reduce the number of days sales held in inventories, as well as to lower the amount of any slow moving and older inventories. In addition, we are generally able to pass on price increases to our customers, subject to market conditions, such as declining or otherwise volatile market prices for feedstocks, the presence of competitors in particular geographic and product markets and prevailing pricing mechanisms in customer contracts. We believe that these risk management practices reduce our exposure to changes in product selling prices or costs; however, significant unanticipated changes in market conditions or commodity prices could adversely affect our results of operations, financial condition and cash flows, as the prices of the products we purchase and sell are volatile.

Credit Risk

We are subject to the risk of loss arising from the credit risk related to the possible inability of our customers to pay for the products we resell and distribute to them. We typically have limited risk from a concentration of credit risk as no individual customer represents greater than 5.0% of the outstanding accounts receivable balance. We attempt to limit our credit risk by monitoring the creditworthiness of our customers to whom we extend credit and establish credit limits in accordance with our credit policy. We perform credit evaluations on substantially all customers requesting credit. With the exception of Nexeo Plaschem’s operations, we generally do not require collateral with respect to credit extended to customers; however, we will not extend credit to customers for whom we have substantial concerns and will deal with those customers on a cash basis. Nexeo Plaschem offers billing terms that allow certain customers to remit payment during a period of time ranging from 30 days to nine months. These notes receivables at Nexeo Plaschem ($7.0 million at June 30, 2016) are supported by banknotes issued by large banks in China on behalf of their customers.

Interest Rate Risk

Interest rate risks can occur due to changes in market interest rates. This risk results from changes in the fair values of fixed-interest rate financial instruments or from changes in the cash flows of variable-interest rate financial instruments. The optimal structure of variable and fixed interest rates is determined as part of interest rate risk management. It is not possible to simultaneously minimize both kinds of interest rate risk.

The Predecessor historically took steps to manage its exposure to interest rate risk in part by entering into interest rate swap agreements. In connection with the Business Combination, all interest rate swap agreements existing at the time were terminated and an early termination penalty of $0.3 million was paid. We will monitor our interest rate risk exposure and may enter into new interest rate derivatives from time to time to hedge the exposure. See Note 8 to our condensed consolidated financial statements.

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Borrowings under the U.S. Tranche and the Canadian Tranche of the New ABL Facility bear interest, at our option, at either an alternate base rate or Canadian prime rate, as applicable, plus an applicable margin (ranging from 0.25% to 0.75% pursuant to a grid based on average excess availability) or LIBOR or Canadian BA rate (as defined therein), as applicable, plus an applicable margin (ranging from 1.25% to 1.75% pursuant to a grid based on average excess availability). Loans under the FILO Tranche within the New ABL Facility will bear interest, at an alternate base rate plus an applicable margin (ranging from 1.00% to 1.50% pursuant to a grid based on average excess availability) or LIBOR plus an applicable margin (ranging from 2.00% to 2.50% pursuant to a grid based on average excess availability).

Borrowings under the New Term Loan Facility will bear interest at our option at either (a) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which shall be no less than 1.0%, plus an applicable margin of 4.25% or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Bank of America, N.A. as its “prime rate,” (2) the federal funds effective rate plus 0.50% and (3) a one-month LIBOR rate plus 1.0%, plus an applicable margin of 3.25%.

Changes in market interest rates will have no effect on the New Term Loan Facility interest expense until such time as the interest rate index, which is LIBOR, increases above the floor value of 1.0%. Were that to occur, an additional 100 basis point increase in the interest rate would result in an increase of $6.6 million in annual interest expense based on the New Term Loan Facility balance.

Fair Value Measurements

As a result of the Business Combination, we incurred liabilities related to contingent consideration payable to the Selling Equityholders, which are required to be adjusted to fair value at each reporting period. These measurements are considered Level 3 measurements within the fair value hierarchy.  Current interest rates, current tax rates and the market price of our common stock are key inputs used to estimate the fair value of these liabilities. As a result, any changes in these inputs will impact the fair value of these liabilities and could materially impact the amount of income or expense recorded each reporting period.

The fair value of the liability for the contingent consideration related to the TRA was $95.5 million as of June 30, 2016.  The calculation of the liability for the contingent consideration related to the TRA uses a cash flow model which incorporates current interest rates in the discount rate used to discount the obligation to present value.  A 100 basis point increase in the discount rate compared to the discount rate used at the June 30, 2016 valuation would have resulted in a decrease of approximately $4.7 million in the value of the liability for the contingent consideration related to the TRA. Additionally, this cash flow model is sensitive to changes in applicable tax rates. A 100 basis point increase in the tax rate compared to the tax rate used at the June 30, 2016 valuation would have resulted in an increase of approximately $2.8 million in the value of the liability for the contingent consideration related to the TRA.

The fair value of the liability for the contingent consideration related to Deferred Cash Consideration was $46.7 million as of June 30, 2016. The liability for the contingent consideration related to the Deferred Cash Consideration is highly sensitive to the price of our common stock at each valuation date. A $1.00 increase/decrease in the price of our common stock from its June 30, 2016 price would have increased/decreased the fair value of the liability for the Deferred Cash Consideration by approximately $5.2 million.

Foreign Currency Risk

We may be adversely affected by foreign exchange rate fluctuations since we conduct our business on an international basis in multiple currencies. A portion of our sales and costs of sales are denominated in currencies other than the functional currency of our subsidiaries, exposing us to currency transaction risk.  Additionally, because we report our consolidated results in U.S. dollars, the results of operations and the financial position of our local international operations, which are generally reported in the relevant local currencies, are translated into U.S. dollars at the applicable exchange rates for inclusion in our condensed consolidated financial statements, exposing us to currency translation risk.  We currently do not utilize financial derivatives to manage our foreign currency risk, but we continue to monitor our exposure to foreign currency risk, employ operational strategies where practical and may consider utilizing financial derivatives in the future to mitigate losses associated with these risks.

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Included in our condensed consolidated statement of operations for the nine months endedJune 30, 2016 is a $0.4 million net loss related to foreign exchange rate fluctuations, arising from the activities of Holdings since the consummation of the Business Combination. The most significant currency exposures during this period were to the RMB and the Mexican peso versus the U.S. dollar, and the British pound versus the euro. These currencies fluctuated to various degrees but such fluctuations did not exceed 3% from their respective values since the consummation of the Business Combination. Assuming the same directional fluctuations as occurred during the current period, a hypothetical 10.0% weakening/strengthening in the average exchange rates of these currencies from that date would have generated a net loss/gain of $2.8 million in our condensed consolidated statement of operations for the nine months endedJune 30, 2016. The Predecessor incurred a net foreign exchange loss of $1.6 million for the period from October 1, 2015 through June 8, 2016.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures 

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on the evaluation performed, our management, including the principal executive officer and principal financial officer, concluded that the disclosure controls and procedures were effective as of June 30, 2016.

Changes in Internal Control over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer evaluated the changes in our internal control over financial reporting that occurred during the quarterly period covered by this Quarterly Report on Form 10-Q. Based on their evaluation, it is concluded that there had been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2016 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

We are not currently a party to any legal proceedings that, if determined adversely against us, individually or in the aggregate, would have a material adverse effect on our financial position, results of operations or cash flows.

In July 2014, Ashland filed a lawsuit numbered Ashland Inc. v. Nexeo Solutions, LLC, Case No. N14C-07-243 JTV CCLD, in the Superior Court for the State of Delaware in and for New Castle County. In the suit, Ashland seeks a declaration that we are obligated to indemnify Ashland for losses Ashland incurs pertaining to Other Retained Remediation Liabilities, up to the amount of a $5.0 million deductible, which Ashland contends applies pursuant to the ADA Purchase Agreement. Ashland further alleges that we have breached duties related to that agreement by not having so indemnified Ashland for amounts Ashland has incurred for Other Retained Remediation Liabilities at sites where Ashland disposed of wastes prior to the Ashland Distribution Acquisition, and on that basis seeks unspecified compensatory damages, costs and attorney’s fees. We disagree with Ashland’s construction of the ADA Purchase Agreement and are vigorously defending the lawsuit.

In April and November 2011, two local unions each filed an unfair labor practice charge against us with the NLRB, alleging that we should be considered a successor of Ashland and, as such, we were obligated to bargain to agreement or impasse with the unions before changing the employment terms that were in effect before commencing operations, including continuing to cover employees under the union-affiliated multi-employer pension plans in which the employees participated as employees of the Distribution Business. In November 2011, the NLRB filed a complaint against us with respect to both cases, and a consolidated hearing was held before an administrative law judge in April and May of 2012. On June 28, 2012, the NLRB administrative law judge found substantially in our favor, holding that we were not obligated to continue to cover employees in the multi-employer pension plans. We reached a settlement with one of the unions resulting in a collective bargaining agreement that keep the employees in our 401(K) plan.  The NLRB approved that settlement and, in May of 2014, dismissed the case with respect to that local union.  In the remaining case, the assertions against us primarily relate to the claim that we are obligated to continue to cover employees under the union-affiliated multi-employer pension plans in which the employees participated as employees of the Distribution Business. On July 18, 2016, the NLRB issued a decision and order with respect to the remaining case. The NLRB reversed the decision of the administrative law judge and found that, because in the purchase agreement we agreed to make offers of employment to all of the Distribution Business’ employees, we became a perfectly clear successor and were required to bargain to impasse over the unit employees’ initial terms and conditions of employment prior to making any changes. We are currently evaluating our options with respect to the decision. Regardless, we do not believe this case could have a material adverse effect on our business, financial condition or results of operations.

In June 2014, we self-disclosed to the California DTSC that an inventory of our Fairfield facility had revealed potential violations of RCRA and the California Health and Safety Code. Although no formal proceeding has been initiated, we expect the DTSC to seek payment of fines or other penalties for non-compliance. We do not expect the amount of any such fine or penalty to have a material adverse effect on our business, financial position or results of operations.

From time to time, we are party to ongoing legal proceedings in the ordinary course of business. While the outcome of these proceedings cannot be predicted with certainty, we do not believe the results of these proceedings, other than as is disclosed elsewhere in this Quarterly Report on Form 10-Q, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operation or liquidity.

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Item 1A. Risk Factors

We are subject to certain risks and hazards due to the nature of the business activities we conduct. For a discussion of these risks, see “Item 1A. Risk Factors” of the WL Ross Holding Corp. Annual Report on Form 10-K for the year ended December 31, 2015 filed on January 14, 2016, “Risk Factors” in our Current Report on Form 8-K filed on June 15, 2016 and “Risk Factors” in our Registration Statement on Form S-3 filed on June 23, 2016. These risks could materially and adversely affect our business, financial condition, cash flows and result of operations. There have been no material changes to the risk factors described in the Form 8-K described above. We may experience additional risks and uncertainties not currently known to us or, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 5, 2014, our Registration Statement on Form S-1 (File No. 333-195854) was declared effective by the SEC and also on June 5, 2014 our subsequent Registration Statement on Form S-1 (File No. 333-196547) became effective upon filing with the SEC each in accordance with Rule 462(b) of the Securities Act, for our IPO. In our IPO, we sold an aggregate 50,025,000 units at an offering price to the public of $10.00 per unit for an aggregate offering price of $500,250,000, with each unit consisting of one share of common stock and one warrant. Each warrant entitles the holder thereof to purchase one-half of one share of our common stock at a price of $5.75 per half share. Deutsch Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as book runners (the “Underwriters”). The IPO commenced as of June 6, 2014 and did not terminate before all of the securities registered in the registration statement were sold. On June 11, 2014, we closed the sale of such units, resulting in net proceeds to us of $500,250,000.

We paid a total of approximately $9.2 million in underwriting discounts and commissions and approximately $1.0 million for other costs and expenses related to the IPO. In addition, the Underwriters agreed to defer up to approximately $18.3 million in underwriting discounts and commissions, which amount was paid in shares of common stock at the time of the consummation of the Business Combination. We also repaid $0.4 million in loans made to us by our Sponsor to cover expenses related to the IPO. The balance of the net proceeds from the IPO were used to pay a portion of the purchase consideration of the Business Combination and to pay expenses incurred in connection with the business combination.

Purchase of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans
April 1 to April 30	—	—	—	—
May 1 to May 31	—	—	—	—
June 1 to June 30	29,793,320 (1)	$10.02	29,793,320 (1)	—

⁽¹⁾     In connection with the closing of the Business Combination, we redeemed a total of 29,793,320 shares of our common stock pursuant to the terms of WLRH’s amended and restated certificate of incorporation, resulting in a total payment to redeeming shareholders of $298,465,296.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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SIGNATURE

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 thereunto duly authorized.

	Nexeo Solutions, Inc.
August 9, 2016	By:	/s/ Ross J. Crane
		Ross J. Crane
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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Exhibit Index

Exhibit Number	Description
2.1	Amendment No. 1 to the Merger Agreement, dated June 6, 2016, by and among WL Ross Holding Corp., Neon Acquisition Company LLC, Neon Holding Company, LLC, Nexeo Solutions Holdings, LLC, TPG Accolade Delaware, L.P., and Nexeo Holdco, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the securities and Exchange Commission on June 7, 2016 (File No. 001-36477)).
3.1	Second Amended and Restated Certificate of Incorporation of Nexeo Solutions, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).
3.2	Amended and Restated Bylaws of Nexeo Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission June 15, 2016 (File No. 001-36477)).
4.1	Nexeo Solutions, Inc. 2016 Long Term Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 23, 2016 (File No. 333-212199)).
10.1	Tax Receivable Agreement, dated June 9, 2016, by and between WL Ross Holding Corp. and the Selling Equityholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).
10.2	Form of Joinder to Tax Receivable Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).
10.3	Credit Agreement, dated as of June 9, 2016, by and Nexeo Solutions, LLC, the other U.S Borrowers referred to therein, Nexeo Solutions Canada Corp., Nexeo Solutions Holdings, LLC, Nexeo Solutions Sub Holding Corp., Bank of America, N.A. as agent, the other agents party thereto and the others lenders party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).
10.4	Credit Agreement, dated as of June 9, 2016, by and among Nexeo Solutions, LLC, Nexeo Solutions Holdings, LLC, Nexeo Solutions Sub Holding Corp., Bank of America, N.A., as administrative agent and collateral agent, the other agents party thereto and the other lenders party thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).
10.5	Employment Agreement, dated June 9, 2016, by and between Nexeo Solutions, Inc., Nexeo Solutions, LLC and David Bradley (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).
10.6	Nexeo Solutions, Inc. Severance Plan for U.S. Officers and Executives, as Amended and Restated, Effective as of June 9, 2016 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).
10.7	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).

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Exhibit Number	Description
10.8	Amendment No. 1 to Shareholders’ and Registration Rights Agreement, dated June 6, 2016, by and among WL Ross Holding Corp., WL Ross Sponsor LLC and Nexeo Holdco, LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2016 (File No. 001-36477)).
10.9	Form of Joinder to Shareholders’ and Registration Rights Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).
10.10	Registration Rights Agreement, dated May 23, 2016, by and between WL Ross Holding Corp., WL Ross Sponsor LLC and First Pacific Advisors, on behalf of one or more clients (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2016 (File No. 001-36477)).
10.11	Registration Rights Agreement, dated June 9, 2016, by and among Nexeo Solutions, Inc., Merrill Lynch Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).
10.12	Form of Performance Share Unit Award Agreement under the Nexeo Solutions, Inc. 2016 Long Term Incentive Plan (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2016 (File No. 001-36477)).
10.13	Amendment No. 1 to Founder Share Transfer Letter Agreement, dated June 6, 2016, by and among WL Ross Holding Corp, WL Ross Sponsor LLC and Nexeo Holdco, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2016 (File No. 001-36477)).
10.14	Fidelity Subscription Agreement, dated May 9, 2016, by and between the Company and Fidelity Select Portfolios: Chemicals Portfolio, Fidelity Advisor Series I: Fidelity Advisor Value Fund, Fidelity Capital Trust: Fidelity Value Fund, Fidelity Select Portfolios: Materials Portfolio, Fidelity Central Investment Portfolios LLC: Fidelity Materials Central Fund and Variable Insurance Products Fund IV: Materials Portfolio (incorporated by reference to Exhibit 10.6 to the Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2016 (File No. 001-36477)).
10.15	MFS Subscription Agreement, dated May 6, 2016, by and between the Company and MFS Series Trust X on behalf of MFS Global Alternative Strategy Fund, MFS Series Trust I on behalf of MFS New Discovery Fund and MFS Variable Insurance Trust on behalf of MFS New Discovery Series (incorporated by reference to Exhibit 10.7 to the Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2016 (File No. 001-36477)).
10.16	Subscription Agreement, dated May 23, 2016, by and among WL Ross Holding Corp., WL Ross Sponsor LLC and First Pacific Advisors, on behalf of one or more clients (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2016 (File No. 001-36477)).
10.17	Commitment Agreement, dated June 6, 2016, by and among WL Ross Holding Corp., WL Ross Sponsor LLC and First Pacific Advisors, on behalf of one or more clients (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2016 (File No. 001-36477)).
10.18	Commitment Agreement, dated June 6, 2016, by and among WL Ross Holding Corp., WL Ross Sponsor LLC and Park West Investors Master Fund, Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2016 (File No. 001-36477)).

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Exhibit Number	Description
10.19	Commitment Agreement, dated June 6, 2016, by and among WL Ross Holding Corp., WL Ross Sponsor LLC and Park West Partners International, Limited (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2016 (File No. 001-36477)).
10.20	Subscription Agreement, dated June 6, 2016, by and among WL Ross Holding Corp. and WL Ross Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2016 (File No. 001-36477)).
10.21†	Vehicle Operating and Service Agreement dated May 22, 2015 by and between Ryder Truck Rental, Inc. d/b/a Ryder Transportation Services, and Nexeo Solutions, LLC.
10.22†	Amendment to Vehicle Operating and Service Agreement dated May 22, 2015 by and between Ryder Truck Rental, Inc., d/b/a Ryder Transportation Services, and Nexeo Solutions, LLC.
10.23†	Separation Agreement and Release of Claims dated effective April 11, 2016 by and among Nexeo Solutions, LLC, Nexeo Solutions Holdings, LLC and Henry E. Harrell.
31.1†	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1††	Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**	Interactive data files pursuant to Rule 405 of Regulation S-T.

† Filed herewith.

†† Furnished herewith.

* The exhibits and schedule to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.    

** Pursuant to Rule 406T of Regulation S-T, the interactive data files included in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

s Management contract or compensatory plan or arrangement.

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EX-10.21

VEHICLE OPERATING and SERVICE AGREEMENT

This Agreement is made as of the 22^nd day of May 2015 between RYDER TRUCK RENTAL, INC. d/b/a Ryder Transportation Services, whose address is 11690 N.W. 105th Street, Miami, FL 33178 ("Ryder") and NEXEO SOLUTIONS, LLC, whose address is 3 Waterway Square Place, Suite 1000, The Woodlands, TX 77380 (“Customer”).

1.EQUIPMENT COVERED AND TERM:

A.Ryder agrees to provide to Customer the Vehicles on Schedules A hereafter made a part of this Agreement ("Vehicle(s)"). Execution of a Schedule A constitutes Customer's authorization to Ryder to acquire the Vehicles selected by Customer. The Agreement will become effective with respect to each Vehicle on the date tendered by Ryder and continue for the term specified on Schedule A unless terminated earlier as provided in this Agreement. Ryder will provide Customer access to its current fleet management reporting system as it pertains to Customer, which specifically includes fleet reports from Ryder’s Fleet Care program.

B.Acceptance of Vehicles in service constitutes Customer's acknowledgement of compliance with Customer’s specifications. Customer agrees to pay for any structural alterations (not to be made without Ryder's prior written consent), special equipment, or material alteration in painting, lettering or art work thereafter required by Customer. In the event that, subsequent to the date of execution of this Agreement by Ryder, any Federal, state, or local law, ordinance, or regulation requires the installation of any additional equipment, Customer will be responsible for all costs including installation expenses. Ryder agrees to either install or arrange for such installation and Customer agrees to pay Ryder the agreed to cost

C.Where a Vehicle is operated by Customer with a trailer or other equipment not included on a Schedule A, or not maintained by Ryder under a separate agreement, Customer agrees that such trailer and/or equipment will be in good operating condition. Notwithstanding any other provision of this Agreement, Customer will indemnify and hold Ryder harmless from any claim or loss or damage to the extent directly caused by such trailer and/or equipment, except to the extent such damage results from Ryder’s negligence or intentional misconduct in performing the services hereunder as it pertains to the Vehicles.

2.OPERATION OF VEHICLES:

The Vehicles will be used and operated by Customer only in the normal and ordinary course of Customer's business, not in violation of any laws or regulations (including legal weight and size limits) and Customer will indemnify and hold Ryder harmless from any claim or loss or damage arising out of any such violation. Customer shall conduct pre and post inspections of the Vehicle, complete required reports, and promptly notify Ryder of any Vehicle condition issues. Ryder will not be liable for any Federal Motor Carrier Safety Administration ("FMCSA") violations or other citations for which Ryder was not provided notice.

3.MAINTENANCE AND REPAIRS TO VEHICLES:

A.Ryder agrees to provide at its sole cost: (1) Lubricants, tires, tubes, and all other operating supplies necessary for the Vehicles; (2) Maintenance and repairs including all labor and parts required to keep the Vehicles in good operating condition; (3) Painting and lettering at the time the Vehicles are placed into service; (4) Exterior washings; (5) Road service for mechanical or tire failure (except for tire damage caused by driver abuse, an accident, or a violation of this Agreement), and (6) Warranty management services to cover OEM warranty claims for the Vehicles. If Customer at the time of a Ryder road call is not compliant with the requirements in the second sentence of Paragraph 3C below, Ryder may defer road service to a Ryder-authorized third party vendor in its network.

B.Customer agrees that only Ryder or parties authorized by Ryder will make any repairs or adjustments to Vehicles. When repairs are necessary, Customer will notify Ryder immediately. Ryder will not be responsible for the cost of repairs or services not expressly authorized by Ryder. Customer must submit acceptable vouchers for such repairs or services.

C.Customer agrees to return each Vehicle to Ryder for ordinary maintenance and service at the facility stated on Schedule A for a minimum of 8 hours each month at such scheduled times as agreed to by the parties. The Vehicles, substitute vehicles, rental vehicles and Customer vehicles, including cargo tanks (if any), shall be completely cleaned and void of any product or material which requires placarding by the United States Department of Transportation when they are returned to Ryder for any reason whatsoever, including, but not limited to, scheduled and unscheduled maintenance and service and washing, except for instances when any such vehicle is towed to Ryder’s maintenance facility or a driver arrives with such vehicle for an unscheduled repair (the “Clean Cargo Exception”). The Clean Cargo Exception shall require Customer to send another tractor to haul such vehicle at issue off of Ryder’s maintenance facility, and such vehicle at issue shall not be permitted inside any structure or building located at Ryder’s maintenance facility.

D.As of the termination date for any Vehicle, Ryder warrants that, except for ordinary wear and tear, (1) the Vehicle will be roadworthy and in good and operable condition; (2) the Vehicle will comply with the Federal Annual Safety Inspection and all state inspection requirements in those states in which the Vehicle is operated, (3) all components, including but not limited to, all engines, transmissions and power trains will be roadworthy and in operable condition, (4) the Vehicle will have an average of at least 50% tire tread depth, and no tire will have less than 35% tread depth, with no recapped tires on the steering axle, and (5) the Vehicle will have no significant sheet metal damage, broken glass, damage to mirrors or other significant collision or upset damage.

E.Additional Services. Notwithstanding the “additional services” provision in the Schedule A(s), the following provision shall govern to establish a special sales and service price for Customer: Except for the charges listed on Schedule A, all charges for goods and services under this Agreement which are not included in the fixed and variable charges, including any services subcontracted by Ryder, will be billed at Customer’s “Sales and Service Rates” below, and Ryder reserves the right to review and adjust such annually:

(1)Labor: For the locations listed in Appendix 1 attached hereto and incorporated herein:

a)$75.00 per hour for the “Low” classification;

1

Execution Version 5/22/2015        

b)$80.00 per hour for the “Medium” classification;

c)$85.00 per hour for the “High” classification.

(2)Parts and Tires: At Ryder’s cost plus 30%.

(3)Outside Vendor Repairs: If Ryder engages a third party to perform repairs, maintenance, or road service not covered by the fixed and variable charges, Customer will pay Ryder such third party’s charges plus an administrative charge of 15% of the amount of the invoice (not to exceed $300 per occurrence).

4.FUEL:

A.When Ryder is designated on the Schedule A:

(1)Ryder will provide fuel for Vehicles from its own or other designated facilities. The charge for fuel will vary over time and be billed to Customer in addition to the other charges provided for on applicable Schedule A.

(2)If Customer purchases fuel from sources other than Ryder's facilities or other designated facilities, Customer will be responsible for the charges for all such fuel.

(3)Ryder will, where permitted by law, apply for fuel tax permits, prepare and file fuel tax returns, and pay the taxes imposed upon the purchase and consumption of fuel by Customer provided: (a) Customer provides Ryder weekly with all documentation necessary to prepare the fuel tax returns and will reimburse Ryder for all charges incurred or credits disallowed as a result of untimely or improper furnishing of such documents, and (b) Customer will reimburse Ryder all such fuel taxes paid on Customer's behalf in excess of those which would have been payable had the fuel consumed been purchased in the state of consumption.

B.When Customer is designated on the Schedule A: Customer will hold Ryder harmless from any claims or loss resulting from Customer's failure to pay fuel taxes.

5.LICENSES:

A.Ryder agrees to pay for the state motor vehicle license for the licensed weight shown on Schedule A, personal property taxes and Vehicle inspection fees for each Vehicle in the state of domicile, and Federal Heavy Vehicle Use Tax, all at the rates and method of assessment in effect on the date of execution of each Schedule A. Customer will be responsible for any increases or changes in assessment of these items thereafter. Each Vehicle will be titled and registered in Ryder’s name.

B.Where legal, Ryder will apply for vehicle licenses and prorate or state reciprocity plans at Customer’s request and cost.

C.Customer agrees to pay for any special license or pay any taxes resulting from the operation and use of the Vehicles by Customer including mileage taxes, ton mileage taxes, and highway or bridge tolls. Ryder shall have the right to settle any claim or lien involving any Vehicle as a result of Customer's failure to pay any such taxes, subject to Ryder providing advanced written notice to Customer to settle such claim or lien on Customer’s behalf, provided that Ryder has received notice of such claim or lien, and Customer fails resolve such claim or lien within thirty (30) days’ receipt of Ryder’s notice thereof. In the event that Ryder settles any claim or lien involving any Vehicle on Customer’s behalf, Customer will immediately reimburse Ryder.

6.SUBSTITUTION:

Ryder agrees to furnish a substitute vehicle at no extra charge for any Vehicle, other than those excepted below, which may be temporarily inoperable because of mechanical failure, the substitute to be as nearly as practicable the same size and the same specifications as the Vehicle identified in Schedule A; provided however, Customer acknowledges that each Ryder substitute vehicle shall be provided from Ryder’s rental fleet of vehicles. The substitute will be furnished to Customer where the Vehicle was disabled, and will be returned by Customer to the Ryder facility that provided it. Ryder will not furnish a substitute for any Vehicle that is out of service for ordinary maintenance and service time; or is out of service for repair of any form of physical damage resulting from any cause, including fire, collision, or upset; or is lost or stolen; or is out of service for repair of damage resulting from Customer's violation of any provisions of this Agreement; or is out of service for repair or maintenance of special equipment for which Ryder is not responsible. Ryder’s failure to furnish a substitute vehicle within a reasonable time when required will cause the charges for the inoperable Vehicle to abate until the Vehicle is returned to Customer's service or a substitute is available. Ryder's liability in the event of such a failure will be limited to abatement of charges for the inoperable Vehicle. A substitute vehicle, while in Customer's service, will be subject to all the terms and conditions of this Agreement. While a Vehicle is out of service because of damage resulting from any form of physical damage, Ryder will rent Customer a replacement vehicle, if available, at a rate equal to the charge for the inoperable Vehicle. Irrespective of whether or not Customer rents a vehicle from Ryder while a Vehicle is out of service for repair of physical damage, the charges applicable to it will not abate.

When Customer requests additional vehicles for rent or Ryder is not responsible for providing a substitute vehicle, Customer shall receive preferred national rental rates at Ryder's National Tier 1 pricing for all commercial rentals obtained through Ryder during the term of any lease under this Agreement.

7.DRIVERS:

A. Customer agrees that each Vehicle will only be operated by a properly licensed driver, at least 18, who is the employee or agent of Customer, subject to Customer's direction and control, and that Vehicles will not be operated by a driver in possession of or under the influence of alcohol or any drug which may impair the driver's ability. Customer agrees to reimburse Ryder for loss or damage to all Vehicles up to the Depreciated Value of each Vehicle, as defined in Paragraph 11 A (2), including related expenses, if the Vehicles are operated by drivers under 18. Upon receipt of a written complaint from Ryder specifying any reckless, careless or abusive handling of a Vehicle or any other incompetence by or of any driver, and requesting the driver's removal as an operator of Vehicles, Customer will immediately remove such individual as a driver of Vehicles. In the event that Customer fails to do so, or is prevented from so doing by any agreement with anyone on the driver's behalf: (1) Customer will, notwithstanding any other provisions of this Agreement, reimburse Ryder in full for any loss and expense sustained by Ryder for damage to any Vehicle when being operated by such individual in a reckless, careless or abusive manner, and

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Customer will indemnify and hold Ryder harmless from any claims or causes of action for death or injury to persons or loss or damage to property to the extent caused by Customer’s negligent use or operation of any Vehicle by such individual notwithstanding that Ryder may be designated on applicable Schedules A as responsible for furnishing and maintaining Liability Insurance; and (2) Ryder may, at its election and at any time thereafter upon 30 days’ notice to Customer, terminate any Liability Insurance coverage extended by Ryder, and Ryder may, at its election, with respect to each Vehicle, increase the amount of Customer's physical damage responsibility extended by Ryder or terminate any physical damage coverage extended by Ryder.

B.Ryder agrees, at Customer's request, to assist Customer in developing a driver education and safety program.

C.Customer agrees that the Vehicles will not be operated in a reckless or abusive manner, or off an improved road (except as may be reasonably required in Customer’s ordinary course of business), or on a flat tire, or improperly loaded, or loaded beyond the manufacturer’s recommended maximum gross weight. Customer agrees to reimburse Ryder in full for damage to any Vehicle, including expenses, resulting from a violation of this provision. Customer will be responsible for all expenses of towing any mired Vehicle when not in Ryder's possession of or on Ryder’s premises.

D.Customer agrees not to use any Vehicle, substitute vehicle, or rental vehicle to transport any hazardous material, cargo, or property in a quantity which requires placarding by the United States Department of Transportation and which is of a different Hazard Class Division (i.e. class 1.1 as opposed to 1.2) than those specifically set forth in your response to Ryder's Hazardous Materials Questionnaire. Customer agrees to provide prior written notice to Ryder of any changes to the information on the Hazardous Materials Questionnaire related to the Hazard Class Divisions, and Ryder will advise whether such changes are approved in a reasonable period of time, not to exceed thirty (30) days.

8.CHARGES:

A.Customer agrees to pay Ryder for all charges within 30 days of the date of Ryder's invoice without deduction or setoff, except to the extent that a particular item is in dispute, and then only if Customer gives Ryder notice of the dispute before payment is due and pay all amounts not then in dispute.

B.     Mileage will be determined from odometer readings. If the odometer fails to function, Customer will immediately report it to Ryder. The mileage for the period in which the failure existed may then be determined at Ryder's option from (1) Customer's trip records; or (2) the amount of fuel consumed and the miles per gallon record of Ryder averaged for the previous 30 days.

C.     Ryder shall have access to Customer’s financial statements at any time as a result of it being a public company. Customer agrees to provide Ryder with publicly available financial statements upon receipt of Ryder’s reasonable request. If Customer’s financial information becomes private, Customer shall provide Ryder with specific financial information, when reasonably requested, in a mutually agreeable form, subject to Ryder’s agreement to keep any such information confidential pursuant to a separate non-disclosure agreement, so Ryder can make an informed ongoing decision regarding Customer’s creditworthiness.

D.     Customer agrees to pay for (1) any sales, use, gross receipt or similar tax now or hereafter imposed upon the use of the Vehicle or on the charges accruing hereunder; (2) any increase in license or registration fees. Federal Heavy Vehicle Use Taxes, vehicle inspection fees, fuel tax permits, and personal property tax; or (3) any new or additional tax or governmental fees, adopted after the date of the execution of the applicable Schedule A.

9.ADJUSTMENTS: (Intentionally Omitted)

10.INSURANCE, INDEMNITY, AND PHYSICAL DAMAGE:

A.Liability Insurance Responsibility

(1)     Customer shall furnish and maintain throughout the term of this Agreement: (1) a standard policy of automobile liability insurance substantially similar to ISO business auto form CA0001 with coverage limits of at least Five Million Dollars ($5,000,000) combined single limit for each occurrence and with no annual aggregate limit of liability, and (2) a Pollution Legal Liability policy with coverage limits of at least Five Million Dollars ($5,000,000) combined single limit for each occurrence and with no annual aggregate limit of liability (collectively, the “Liability Insurance”). Such Liability Insurance will:

a.    be written by a company that is financially responsible and A.M. Best rated A- or better;

b.    be furnished and maintained by Customer at Customer’s sole cost and expense;

c.    include insurance and coverage, by special endorsement or otherwise, for (1) the Vehicles, substitute vehicles, rental vehicles, as well as any vehicle delivered to Ryder by you which is not covered by any written agreement with Ryder (“Customer Vehicle”), (2) broad form contractual liability coverage, and (3) all types of bodily injury and property damage arising out of, or relating to, or to the extent caused by the actual, alleged or threatened discharge, dispersal, release, or escape of pollutants into the environment: while in transit; during loading or unloading; and/or while being stored, disposed of, treated, or processed in or upon any Vehicle, any substitute vehicle, any rental vehicle, and any Customer Vehicle;

d.    be specifically endorsed through use of an ISO Additional Insured Form (or its equivalent) to name, insure, and cover Ryder and its insurer as an additional insured for any and all claims, liabilities, losses, damages, demands, causes of action, costs (including reasonable attorney's and expert's fees at trial and on appeal), and expenses arising out of, relating to, or caused by the ownership, maintenance, use, and/or operation of the Vehicles, substitute vehicles, rental vehicles, and Customer Vehicles;

e.    provide that it is primary to and not contributory or co‑insurance with insurance maintained by Ryder;

f.    provide that all excess or umbrella liability coverage is at least as broad as the primary coverage (no less than “following form” );

g.    include a severability of interests clause; and

h.    provide that it cannot be canceled, not renewed, or otherwise modified to reduce the limits of coverage required herein without prior written notice to both parties.

(2) Customer will cause its insurer to execute and deliver to Ryder certificates of insurance and policy endorsements reflecting the above coverages. If, for any reason whatsoever, Customer fails to procure or maintain the Liability Insurance or fails to promptly furnish Ryder with the above‑described additional insured endorsement form, then, without prejudice to any other right or remedy Ryder may have, Ryder may, subject to providing 24 business hours of prior notice to

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Customer to cure such failure, procure or self‑insure for such liability insurance as Ryder deems reasonably necessary, which may protect Ryder's interests only. In such event, and in addition to all other charges due under the Agreement, Customer will reimburse Ryder for the exact premium paid by Ryder for such liability insurance. In addition to the foregoing, in such event when Customer fails to procure or maintain Liability Insurance or fail to furnish Ryder with the information required herein, Ryder may terminate this Agreement upon ten (10) days prior written notice to Customer. In the event of such a termination, Paragraph 11A(2) shall apply.

B.Indemnity.

(1)     Indemnity for Hazmat Claims. Except as otherwise specified herein, Customer shall defend, release, indemnify, and hold Ryder harmless from and against any and all damages, claims, causes of action, penalties, fees, costs, and liabilities for death or injury to persons (including, Customer or its employees, drivers, and agents) and loss or damage to property, including, but not limited to, damage to the environment and all environmental clean-up costs (“Damages”), and reasonable attorneys’ fees and defense costs (“Defense Costs”) that are Hazmat (“Hazmat Damages and Defense Costs”) and are arising out of, relating to, or to the extent caused by the ownership, maintenance, use, or operation of any Vehicle, Substitute Vehicle, rental vehicle, or Customer Vehicle, INCLUDING, BUT NOT LIMITED TO, CLAIMS ARISING OUT OF, RELATING TO, OR CAUSED BY RYDER’S (1) MAINTENANCE OF ANY VEHICLE, SUBSTITUTE VEHICLE, RENTAL VEHICLE, OR CUSTOMER VEHICLE, (2) JOINT, CONCURRENT, SOLE OR OTHER NEGLIGENCE, OR (3) OTHER FAILURE WHATSOEVER OR HOWEVER IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE. NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH, IN NO EVENT SHALL CUSTOMER BE REQUIRED TO INDEMNIFY RYDER AND RYDER SHALL ACCEPT LIABILITY FOR HAZMAT DAMAGES AND DEFENSE COSTS ARISING OUT OF, RELATING TO, OR TO THE EXTENT CAUSED BY RYDER’S NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL WRONGDOING IN PERFORMING THE SERVICES UNDER THIS AGREEMENT UP TO TWO MILLION DOLLARS ($2,000,000) PER OCCURRENCE.

(2)     Indemnity for Non-Hazmat Claims.

a.     Subject to the terms of Paragraph 10B(2)(b) below, Customer agrees to defend, release, indemnify, and hold Ryder harmless from and against any and all Damages and Defense Costs that are Non-Hazmat (“Non-Hazmat Damages”) and are arising out of, relating to, or to the extent caused by the ownership, maintenance, use, or operation of any Vehicle, substitute vehicle, rental vehicle, or Customer Vehicle. Nothing in this Paragraph shall require Customer to defend, release, indemnify or hold Ryder harmless for any Non-Hazmat Damages and Defense Costs arising out of, relating to, or to the extent such is caused by Ryder’s negligence, willful misconduct, or intentional wrongdoing in performing the services under this Agreement.

b.     Except as otherwise agreed in Paragraphs 10E or 14A of this Agreement, Ryder agrees to defend, release, reimburse, indemnify and hold Customer harmless from and against any and all Non-Hazmat Damages and Defense Costs to the extent such is arising out of, relating to, or caused by Ryder’s negligence, willful misconduct, or intentional wrongdoing in performing the services under this Agreement.

(3)     Definitions. For the purposes of this Agreement, Damages and Defense Costs shall be considered Non-Hazmat Damages and Defense Costs if (a) the Vehicle, substitute vehicle, Extra Rental Vehicle or Customer Vehicle involved is neither attached to any other vehicle that is required under applicable law to be placarded due to the hazardous nature of the cargo nor itself required under applicable law to be placarded due to the hazardous nature of the cargo, or (b) the hazardous nature of the cargo or its product does not cause or contribute to the Damages and Defense Costs to any degree and the vehicle containing the hazardous cargo remains fully intact without any punctures, cracks, leaks or spills. All other Damages and Defense Costs shall be considered Hazmat Damages and Defense Costs.

(4)     Indemnity for Transportation of Non-Authorized Hazardous Material. Notwithstanding anything in this Agreement to the contrary and even if Ryder is designated on Schedule A as responsible for providing Liability Insurance, if Customer uses any Vehicle to transport Hazardous Materials which is of a different Hazard Class Division (i.e. 1.1 as opposed to 1.2) other than those specifically set forth in Customer’s response to Ryder’s Hazardous Materials Questionnaire in violation of this Agreement, then Customer agrees to defend, release, indemnify and hold Ryder harmless from and against all Damages and Defense Costs, arising out of or related to that transportation, regardless of cause, including, but not limited to your negligence or Ryder’s negligence.

C.Physical Damage Responsibility

The party designated on Schedule A will pay for loss or damage to any Vehicle subject to the following:

(1)When Ryder is designated:

a.Ryder will assume and pay for loss (including theft) or damage to each Vehicle in excess of the deductible amount specified on Schedule A EXCEPT (1) any willful damage to the Vehicle, specifically including but not limited to damage arising out of or in connection with any labor dispute to which Customer is a party; and (2) conversion of any Vehicle by an agent or employee of Customer; and (3) the loss of tools, tarpaulins, accessories, spare tires and other such appurtenances. Customer agrees to pay up to the Depreciated Value, as defined in Paragraph 11A(2), for loss (including theft) or damage to each Vehicle, including related expenses, from each occurrence and will pay for all loss (including theft) or damage to any Vehicle resulting from any perils specifically excepted in this Paragraph.

b.Upon not less than 30 days prior written notice to Customer, Ryder may designate Customer as responsible for all physical damage to Vehicles. In such event, Customer will be obligated to procure and maintain complete physical damage insurance coverage reasonably acceptable to Ryder. Ryder's charges to Customer will be decreased to reflect the change in designation of the responsibility for physical damage. Whenever Customer is obligated to procure and maintain physical damage insurance coverage and fails to do so, or fails to promptly furnish Ryder with complete certificates evidencing such coverage upon receipt of Ryder’s request during the term of the Agreement, Customer agrees to pay Ryder for all loss (including theft) or damage to any Vehicle or substitute vehicle pursuant to Paragraph 10B(2)a.

(2)     When Customer is designated:

a.Customer will be responsible and pay for any and all loss (including theft) or damage to any Vehicle or substitute vehicle, including related expenses arising from any cause and regardless of how or where the loss or damage occurred, except Customer shall not be liable in the event such loss or damage was arising out of, relating to, or to the extent caused by Ryder’s negligence, willful misconduct, or intentional wrongdoing in performing the services under this

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Agreement. Customer's liability for any Vehicle will not exceed the Depreciated Value of the Vehicle, as defined in Paragraph 11 A(2), at the time of such loss or damage.

b.Customer agrees to furnish Ryder with evidence of physical damage insurance coverage reasonably acceptable to Ryder with Ryder listed as a named insured or as a loss payee as its interests may appear.

D.Notice of Accident

Customer agrees to immediately notify Ryder of any accident, collision, (including theft), or damage involving a Vehicle or substitute vehicle; to cause the driver or an authorized representative of the Customer to provide a detailed written report to Ryder as soon as practicable; and to render all other assistance reasonably requested by Ryder and the insurer in the investigation, defense, or prosecution of any claims or suits.

E.Cargo Insurance Responsibility

Ryder will have no liability for loss of or damage to any goods or other property in or carried on any Vehicle or substitute vehicle except to the extent such loss or damage occurs due to any willful misconduct or intentional wrongdoing on Ryder's part in performing the services hereunder and for a maximum liability per occurrence of $100,000. Except as otherwise specified herein, Customer hereby assumes all such risk of loss or damage, waives any claim it may have against Ryder, and agrees to release, indemnify, defend and hold Ryder harmless from all liability for such loss or damage to cargo. Customer agrees to reimburse Ryder for loss of any tools, tarpaulins, spare tires, or other similar equipment furnished by Ryder.

F.Vehicle Theft or Destruction

If a Vehicle is lost or stolen and remains so for 30 days after Ryder has been notified, the Agreement as to such Vehicle will then terminate provided all charges for the Vehicle have been paid to that date and provided any amounts due Ryder pursuant to Paragraph 10B have been paid Ryder will not be obligated to provide a substitute vehicle during this 30 day period. If a Vehicle is, in Ryder's reasonable opinion, damaged beyond repair; Ryder will notify Customer within 30 days after Ryder has been advised of the loss. Upon receipt of Ryder's notice that the Vehicle has been damaged beyond repair, provided all charges for the Vehicle have been paid to that date and provided any amounts due Ryder pursuant to Paragraph 10B hereof have been paid, the Agreement as to such Vehicle will then terminate.

11.    TERMINATION:

A.

(1)Either party may terminate the Agreement of any Vehicle prior to expiration of its term on any anniversary date of its Date of Delivery indicated on the Schedule A by giving to the other party at least 90 days’ prior written notice.

(2)If either party terminates the Agreement during the term of any Vehicle for any reason, and at the expiration of the term of each Vehicle, you shall either: (a) purchase the Vehicle with respect to which termination notice has been given or with respect to which the full term has expired (as the case may be) which purchase shall be in cash or by certified cashicr1s check on the effective date of termination or the term expiration date (as the case may be), and shall be "as is, where is" without any warranties and at a purchase price equal to its Schedule A Value plus any sales or use taxes, or (b) no later than 30 days before the termination date or the term expiration date (as the case may be), you shall request Ryder to determine the "Net Realizable Sales Proceeds" (as defined below) for each Vehicle and shall then pay all amoun.t provided in this paragraph. Ryder shall dete1mine the "Net Realizable Sales Proceeds" for each Vehicle by selecting, at Ryder's option, one of the following two methods: (1) Making a bona fide cash sale of each Vehicle; or (2) Obtaining 3 bona fide wholesale cash bids for each Vehicle. The amount that Ryder receives from a sale of a Vehicle pursuant to (1) above, less all expenses incurred by Ryder in making such sale (including any sales commission paid by Ryder), a re-marketing fee of Fifteen Hundred Dollars and less all taxes resulting from the sale, or the highest of the 3 bids under (2) above, shall constitute the “Net Realizable Sales Proceeds". If the Net Realizable Sales Proceeds for a Vehicle exceed that Vehicle's Schedule A Value, then Ryder shall remit the excess to you, provided, however, that prior to remitting the excess to you, Ryder shall subtract an amount equal to any of your unpaid obligations under the Vehicle agreement. If, on the other hand, the Net Realizable Sales Proceeds for a Vehicle are less than that Vehicle's Schedule A Value, then you agree to remit that deficiency to Ryder within 10 days of the date of Ryder's invoice. In any event, Customer will remain obligated to also pay any charges due Ryder under the Agreement. The terms “Depreciated Value” and “Schedule A Value" are each defined as the Original Value of each Vehicle plus the amount of unexpired licenses, applicable taxes, including personal property taxes and Federal Heavy Vehicle Use Taxes, and other prepaid expenses previously paid by Ryder for the Vehicle prorated to the date of sale, less the total accumulated depreciation which has accrued for such Vehicle in accordance with Schedule A.

B.     If either party becomes insolvent, files a voluntary petition in bankruptcy, makes an assignment for the benefit of creditors, is adjudicated a bankrupt, permits a receiver to be appointed for its business or permits or suffers a material disposition of its assets, the Agreement as to the Vehicles will terminate at the other party’s option. Upon termination, Paragraph 11A(2) will be applicable.

C.Breach or Default

(1)If Customer materially breaches or is in default of any provision of this Agreement and that breach or default is not cured within (i) 10 days from the date that Ryder sends Customer the notice to cure the default for nonpayment of any money due, failure to carry insurance, safety violations, or legal violations, or (ii) 30 days for all other defaults, Ryder may immediately, upon written notice to Customer, take possession of the Vehicles, subject to any applicable laws in the relevant jurisdiction. Ryder will be entitled to enter upon the premises where the Vehicles may be and remove them and refuse to redeliver them to Customer until such breach or default is cured without any of such actions being deemed an act of termination and without prejudice to the other remedies Ryder may have under this Agreement and at law. Customer will continue to be liable for all charges accruing during the period the Vehicles are retained by Ryder.

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(2)In the event Ryder takes possession of any Vehicle and there is any property in or upon the Vehicle which belongs to or is in the custody or control of Customer, subject to prior written notice to Customer, Ryder may take possession of such items and either hold them for Customer until Customer claims them or place them in public storage for Customer at Customer's expense.

(3)If a party’s material breach or default continues for ten (10) days after written notice has been received by the defaulting party, the non-defaulting party may terminate the Agreement. Upon termination pursuant to this Paragraph, Paragraph 11A(2) will be applicable, without prejudice to other remedies a Party may have under this Agreement and at law.

(4)     The defaulting party agrees to pay the non-defaulting party’s costs and expenses, including reasonable attorney's fees, incurred in collecting amounts due from the defaulting party or in enforcing any rights of non-defaulting party hereunder.

12.ASSIGNMENT OF AGREEMENT:

This Agreement will be binding on the parties hereto, their successors, legal representatives and assigns. Customer agrees to promptly notify Ryder in writing of any substantial changes in ownership or any material disposition of the assets of Customer's business. Customer does not have the right to lease any of the vehicles to a third party, nor to assign this Agreement or any interest therein without Ryder's prior written consent, which consent will not be, unreasonably withheld, and any attempt to do so will be voidable, except that , Customer shall be able to assign without consent in the event of a merger, sale, or transfer of the assets of the business to which this Agreement relates if assignee is credit approved by Ryder’s credit department.

13.FORCE MAJEURE:

Neither party will incur liability to the other party for failure to supply any Vehicle, provide a substitute vehicle, repair any disabled Vehicle, or provide fuel for Vehicles, or deliver any Vehicle for repair, if prevented by a national emergency, wars, riots, fires, labor disputes, Federal, state, or local laws, rules, regulations, shortages (local or national), or fuel allocation programs, or any other cause beyond a party’s reasonable control whether existing now or hereafter. The party asserting a right to suspend performance under the Agreement must promptly notify the other party of any cause for suspension and the anticipated duration of such suspension. The duration of the suspension shall reasonably match the force majeure event and the parties shall perform all other obligations that are not affected by the force majeure event.

14.GENERAL:

A.FOR THE AVOIDANCE OF DOUBT, NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, REMOTE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, OR FOR ANY SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES.

B.The parties intend that this Agreement and Schedule A constitute a conditional sale and service agreement between the parties for federal and state income tax purposes. The parties understand and intend that for federal and state income tax purposes, Customer, and not Ryder, has the depreciable interest in each Vehicle. Customer expressly declines to provide the certification provided by Section 7701(h)(2) (C) of the Internal Revenue Code of 1986, as amended, relating to certain “qualified motor vehicle operating agreements." Ryder and Customer agree that Customer is the owner of each Vehicle for federal income tax purposes, and Ryder agrees not to claim depreciation deductions in respect of any such Vehicle or otherwise take any position on any income tax return inconsistent with such treatment.

C.     Customer hereby grants Ryder a continuing Security interest in the Vehicles to secure the payment and performance of all of Customer's obligations owing to Ryder hereunder; Customer hereby authorizes Ryder to file Uniform Commercial Code financing statements with appropriate recording offices identifying Ryder’s interest in the Vehicles.

D.    Notices provided for herein will be in writing and mailed to the parties at their respective addresses set forth above. Facsimile or e-mail notices are acceptable if received by the recipient and a delivery receipt is obtained by the sender. This Agreement will not be binding on Ryder until executed at its Miami Headquarters by a person duly authorized and will then constitute the entire agreement and understanding between the parties concerning the Vehicles, notwithstanding any previous writings or oral undertakings, and its terms will not be altered by any oral agreement or informal writing, nor by failure to insist upon performance, or failure to exercise any rights or privileges, but alterations, additions, or changes in this Agreement will only be accomplished by written endorsements, amendments, or additional Schedules A to this Agreement executed by both parties. This Agreement shall be governed under the laws of the State of Texas, without regard to its conflict of law provisions.

E.    A copy, scan, digital, or electronic signature of this Agreement or any Schedule A is sufficient and binding in the same manner and for the same purposes as the originally signed version. Neither party may deny the legal effect, validity, or enforceability of this Agreement solely because it is in electronic form and any arguments to this effect arc expressly waived. This Agreement shall be admissible in any proceeding as a copy, electronically or digitally signed as if it contained original handwritten signatures.

F.    Confidentiality. Notwithstanding the unilateral provision in the Schedule A(s) on this subject matter, each party shall maintain the confidentiality of the terms and rates contained in the Agreement and any Schedule A or other contract there under, and shall not disclose the rates and terms therein unless required by law or regulation.

RYDER TRUCK RENTAL, INC. d/b/a            NEXEO SOLUTIONS, LLC

RYDER TRANSPORTATION SERVICES            (Customer)

(Ryder)

By: /s/ William J. Toerpe                    By: /s/ Ross Crane

William J. Toerpe, VP of Sales Name & Title: Ross Crane, Executive Vice President and Chief Financial Officer

Date: 05 / 26 / 15                        Date: 5 / 26 / 15

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VEHICLE OPERATING & SERVICE AGREEMENT (VOSA) SCHEDULE A

Customer Name: Nexeo Solutions, LLC	Customer Vehicle Domicile: See attached Appendix		Lessee Number: 23947
Ryder Maintenance Facility Number & Name: See attached Appendix	Schedule A No. 2015-001	Schedule A Date: May 22, 2015	VOSA Date: May 22, 2015

1.Vehicle:Each of the vehicles (each a “Vehicle” and collectively the “Vehicles”) listed in Appendix to this Schedule A shall be a Vehicle as that term is defined in Paragraph 1 of the Vehicle Operating and Service Agreement (the “VOSA”). Each Vehicle and Appendix are expressly incorporated into this Schedule A and the VOSA by reference and the terms of the VOSA and this Schedule A shall apply to each Vehicle as if listed directly hereon.

2.Terms:Additional terms specific to each Vehicle are listed on Appendix. The Original Value at the end of the term shall be as listed on

Appendix .

	Graduated Charges
Starting Month	Ending Month	Mileage Rate
1	12	0.0200
13	24	0.0350
25	36	0.0550
37	48	0.0700
49	60	0.0800
61	72	0.0900
73	84	0.1050
	Average Rate	0.0650

3.    Vehicle Component Information:Vehicle component information specific to each Vehicle is listed on Appendix.

4.    Vehicle Agreement:Each Vehicle listed on Appendix to this Schedule A shall constitute a separate and independent agreement subject to the terms and conditions contained in: (i) the VOSA; (ii) any amendments to the VOSA; (iii) this Schedule A; and (iv) any other written agreement between Ryder and you regarding that Vehicle. Any reference to the VOSA contained in any of the foregoing documents shall be deemed to refer to each and every Vehicle agreement. Payments relating to an invoice for multiple Vehicles will be allocated on a pro-rata basis among the covered Vehicles. The terms of this Schedule A apply to all Vehicles listed on Appendix to this Schedule A and are part of each respective Vehicle agreement. If there is a conflict between the terms of this Schedule A and any other terms of the VOSA, then the terms of this Schedule A will apply.

5.    Investment:The Original Value, Monthly Depreciation and Fixed Charge Per Month listed are based, in part, upon the manufacturer’s quoted price as of the date you execute this Schedule A. If the manufacturer’s quoted price increases prior to the Date of Delivery of a Vehicle, then you agree that for each $50 increase in price (or fraction thereof), Original Value shall be increased by $50.00, Monthly Depreciation shall be increase by $0.65, and the Fixed Charge per Month shall be increased by $1.30.

6.    Original Identification Cost:$0. If this amount varies by $50.00 or more in price, the Original Value, Monthly Depreciation and Fixed Charge per Month will be adjusted as indicated in (3) above.

7.    Estimated Annual Mileage:Intentionally deleted.

8.    Estimated Annual Engine Hours for Refrigerated Trailers and Straight Trucks (“Refrigerated Vehicles”):Not applicable.

9.    Estimated Annual Standby Refrigeration: Not applicable.

10.     The CPI Base Index:Not applicable.

Adjustment Method:Notwithstanding anything in the Vehicle agreement to the contrary, the following terms shall apply to the Vehicles listed on this Schedule A (the “Scheduled Vehicle(s)”). In lieu of adjusting the charges on the Scheduled Vehicles based on the Vehicle agreement, the charges on each of the Scheduled Vehicles shall be increased according to the Graduated Charges Table above (the “Graduated Charges”). All Graduated Charges shall become effective at the times specified in the table above.

11. Per Vehicle Annual Allowances:The allowances described below are included in the Fixed Charge Per Month. If the actual cost of any item(s) listed below, including any costs incurred in states other than those listed, exceeds the annual allowance amount for that item, then you agree to pay Ryder the excess, in addition to all other charges.

Description    Annual Allowance Amount

Vehicles listed on this Schedule A operate in the State(s) of: AL, AZ, CA, CO, GA, FL, IL, KS, LA, MA, MI, MN, MO , NJ, NY, NC, OH, OK,

PA, SC, TN, TX, UT, WI
State Motor Vehicle License, Registration and Inspection fees	$0
FTA/Mileage Tax Permits	$0
Federal Heavy Vehicles Use Taxes	$0
Personal Property Taxes	$0

12.     Vehicle Related Services:

Vehicle Related Services	Provided By/Comments
Substitute Vehicles	You
Exterior Washing	Ryder
Safety Services	Ryder
Licensing	You
IFTA/Mileage Tax Permitting & Reporting	You
Pick-up and Delivery	See Appendix
Mobile Maintenance	See Appendix
PTO/Pump Maintenance	See Appendix

13.     Fuel:Ryder will provide fuel for the Vehicles when requested and charge you for any fuel it provides in accordance with the terms of the VOSA and in addition to all other charges. All fuel used in the Vehicle that is obtained from a third party other than Ryder shall be of a type and grade that meets all manufacturers’ recommendations and the requirements of applicable law.

14.     Party Responsible for Liability Insurance:You. Combined Single Limits $5,000,000 per occurrence. Ryder Truck Rental LT and Ryder Truck Rental, Inc. shall be an additional insured under your Liability Insurance policy and a beneficiary of your indemnities in accordance with the VOSA.

15.     Party Responsible for Physical Damage Insurance:You shall be responsible for all loss or damage to the Vehicles in accordance with the VOSA. Charges will not abate while the Vehicle is being repaired for Physical Damage during the agreement term or at expiration. If a vehicle is lost, stolen or damaged beyond economic repair, then you agree to pay Ryder its purchase price at the time of loss and related costs and expenses as determined under the VOSA. At the expiration of a Vehicle’s Term in Months (or upon earlier termination if you are not required to purchase the Vehicle), you shall pay Ryder the cost to de-identify each Vehicle and return the Vehicle to the Ryder service location listed on this Schedule A in good and working order without Physical Damage (normal wear and tear excepted). If you fail to do so, you shall continue to be liable for all obligations under this Agreement until you return the Vehicle to Ryder in accordance with this provision.

Other:

Inspections:Customer shall conduct pre and post inspections of the Vehicle, complete required reports, and promptly notify Ryder of any Vehicle condition issues. Ryder will not be liable for any Federal Motor Carrier Safety Administration (FMCSA”) violations or other citations for which Ryder was not provided notice.

Promotional Incentive:Ryder agrees that for each Vehicle listed on this Schedule A (each a “Scheduled Vehicle”) you shall receive a promotional incentive in the amount of the first month’s Fixed Charge per Month indicated on Appendix for each Scheduled Vehicle (the “Promotional Amount”). The Promotional Amount shall be applied by Ryder as a credit against charges in the first month of the term following the Scheduled Vehicle’s Date of Delivery. Without prejudice to Ryder’s other remedies under this Agreement, if you are in default of this Agreement, or this Agreement is terminated as to the Scheduled Vehicle for any reason (including theft or damage) prior

to the expiration of the Schedule Vehicle’s term, then you agree to reimburse Ryder the full Promotional Amount on the effective date of termination.

Pick-up and Delivery:Notwithstanding anything in the Vehicle agreement to the contrary, when the Vehicles listed on this Schedule A (the “Scheduled Vehicle(s)”) require ordinary scheduled preventative maintenance and service (“PM Maintenance”) at the Maintenance Facility, Ryder agrees to pick-up each Scheduled Vehicle from you for performance of PM Maintenance, transport the Scheduled Vehicle to the Maintenance Facility for the performance of PM Maintenance, and to return each Scheduled Vehicle to you upon completion of PM Maintenance. The location where the Scheduled Vehicle(s) are retrieved and returned must be located within 25 miles of the Maintenance Facility. For claims that arise during pick-up and delivery service, the party responsible for Liability or Physical Damage Insurance shall cover the other party under its insurance to the maximum extent possible, with such insurance being primary. Ryder shall be a permissive user during pick-up and delivery service, and an additional insured (or loss payee for physical damage) when Customer is responsible for insurance, pursuant to the Agreement.

No Substitute Vehicles:Notwithstanding anything in the VOSA to the contrary, Ryder shall have no obligation to provide you with a Substitute Vehicle for the Vehicle(s) listed on this Schedule A. The charges shall not abate for any reason whatsoever, including, but not limited to, temporary mechanical failure.

Guaranteed Residual During the Term and at the End of the Term:If either party terminates the Agreement during the term of any Vehicle listed on this Schedule A (the “Scheduled Vehicle(s)”) for any reason, and at the expiration of the term of each Scheduled Vehicle, you shall either : (a) purchase all such Scheduled Vehicles with respect to which termination notice has been given or with respect to which the full term has expired (as the

case may be), at its Schedule A Value on the effective date of termination or the term expiration date (as the case may be), or (b) no later than 30 days before the termination date or the term expiration date (as the case may be), you shall request Ryder to determinate the “Net Realizable Sales Proceeds” (as defined below) for each Scheduled Vehicle and shall then pay all amounts provided in this paragraph. Ryder shall determine the “Net Realizable Sales Proceeds” for each Scheduled Vehicle by selecting, at Ryder’s option, one of the following two methods: (1) Making a bona fide cash sale of each Scheduled Vehicle; or (2) Obtaining 3 bona fide wholesale cash bids for each Scheduled Vehicle. The amount that Ryder receives from a sale of a Scheduled Vehicle pursuant to (1) above, less all expenses incurred by Ryder in making such sale (including any sales commission paid by Ryder) and less all taxes resulting from the sale, or the highest of the 3 bids under (2) above, shall constitute the “Net Realizable Sales Proceeds”. If the Net Realizable Sales Proceeds for a Scheduled Vehicle exceed that Scheduled Vehicle’s Schedule A Value, then Ryder shall remit the excess to you, provided, however, that prior to remitting the excess to you, Ryder shall subtract an amount equal to any of your unpaid obligations under the Agreement. If, on the other hand, the Net Realizable Sales Proceeds for a Scheduled Vehicle are less than that Scheduled Vehicle’s Schedule A Value, then you agree to remit the deficiency to Ryder within 10 days of the date of Ryder’s invoice. Notwithstanding anything in the Agreement (or the definition of Schedule A Value or the purchase price therein), after the expiration date of the term for each Vehicle listed on this Schedule A, the depreciated Original Value for each Vehicle shall never be an amount which is less than 20% of the Original Value.

Tax Treatment:The parties intend that this Agreement and Schedule A constitute a conditional sale and service agreement between the parties for federal and state income tax purposes. The parties understand and intend that for federal and state income tax purposes, Customer, and not Ryder, has the depreciable interest in each Vehicle. Customer expressly declines to provide the certification provided by Section 7701 (h) (2) (C) of the Internal Revenue Code of 1986, as amended, relating to certain “qualified motor vehicle operating agreements.” Ryder and Customer agree that Customer is the owner of each Vehicle for federal income tax purposes, and Ryder agrees not to claim depreciation deductions in respect of any such Vehicle or otherwise take any position on any income tax return inconsistent with such treatment.

General: This Schedule A contains information regarding each Vehicle selected by you and is a part of the VOSA. When you sign this Schedule A, you authorize Ryder to obtain the Vehicle(s) listed on this Schedule A and agree to take delivery of them. The Term for the Vehicle(s) will begin when Ryder tenders it to you and will continue for the period specified on this Schedule A unless the Term is terminated earlier as permitted by the VOSA.

Additional Services:Except for the charges listed on this Schedule A, all charges for goods and services under the VOSA, including any services subcontracted by Ryder, will be billed per Ryder’s retail sales and service procedures and charges then in effect.

Disclaimer of Warranties:RYDER MAKES NO EXPRESS OR IMPLIED WARRANTY REGARDING THE VEHICLES, CHARGES OR ANY OTHER MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERACHTABILITY OR FITNESS FOR A SPECIAL OR PARTICULAR PURPOSE.

Waivers:EACH PARTY WAIVES AND RELEASES THE OTHER PARTY FROM ANY CLAIMS OR LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS. BOTH RYDER AND CUSTOMER WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY SUIT RELATING TO THE TRANSACTIONS CONTEMPLATED BY THE VOSA.

Default on Rental or Return:If you are in default under any rental agreement with Ryder, you will also be in default under the VOSA. If you are in default under the VOSA, you will also be in default under any rental agreement with Ryder.

Confidentiality:You agree to maintain the confidentiality of the terms and rates contained in the VOSA and agree not to disclose our rates and terms unless required by law.

Indemnity Survival: All of the defense, release, indemnification, insurance and hold harmless provisions in the VOSA shall survive the termination or expiration of the VOSA for any reason.

Mobile Maintenance:This Amendment shall apply to each Vehicle with mobile or onsite maintenance services included, on this Schedule A and Appendix, as a vehicle related service. Customer hereby grants Ryder a license to access the Customer facility(s) located at the Vehicle Domicile listed in Appendix (the “Customer Facility(s)”) for providing the mobile maintenance services described herein, together with the right of ingress thereto and egress therefrom on and over any surrounding property owned or leased by Customer, which may be required by Ryder to perform the services described herein. “Mobile Maintenance Services” includes minor driver-vehicle condition repairs and reports, minor preventative maintenance and preventive maintenance follow-up, routine inspections, and Department of Transportation inspections. The determination of the agreed upon maintenance and repair functions, if any, which will actually be performed at the Customer Facility shall be solely within Ryder's discretion. Ryder will not be providing any washing services at Customer Facility. Ryder will not store materials of any kind in any drums, tanks or other containers at the Customer Facility, this includes lubricants, fuel, cleaning materials, solvents, or other materials needed to perform Mobile Maintenance Services. Ryder will not store, deposit or leave behind any waste materials at the Customer Facility. All waste materials resulting from and all products needed to perform Mobile Maintenance Services will be removed by the service vehicle on a daily basis and brought to the Ryder Maintenance Facility where the mobile maintenance vehicle is domiciled. Customer represents and warrants that (i) no restrictive covenants, zoning ordinances or other applicable restrictions prohibit Ryder's intended use of the Customer Facility for the Mobile Maintenance Services, (ii) Customer has full power and authority to grant the license as specified herein without having to obtain the consent of any other party and (iii) the Mobile Maintenance Services are permissible under the laws and regulations applicable to such services and under all agreements to which Customer is a party. Customer shall provide Ryder with a safe work environment and provide all electrical, plumbing and utilities to perform the Mobile Maintenance Services. Ryder shall comply with all of Customer’s reasonable policies and procedures at the Customer Facility. In the event of a breach of any of the foregoing warranties with respect to any Customer Facility, Customer shall indemnify Ryder for any Damages and Defense Costs to the extent incurred as a result of any breach of the foregoing warranties. In the event that Ryder is no longer able to perform Mobile Maintenance Services at the Customer Facility, as determined in its sole discretion, the services under the Agreement will be performed in accordance with the Agreement at the Ryder Maintenance Facility provided in this Schedule A.

RYDER TRUCK RENTAL, INC.

d/b/a RYDER TRANSPORTATION SERVICES    NEXEO SOLUTIONS, LLC

(“Ryder”)    (“Customer”)

By:    /s/ Bill J. Toerpe        By:    /s/ Ross Crane    

Name:    Bill Toerpe         Name:    Ross Crane     

Title:    VP National Sales         Title:    Executive Vice President and Chief Financial Officer     

Date:    05/26/15         Date:    05/26/2015     

Appendix to Schedule A Number 2015-001

Vehicle and Operating Service Agreement

Between Ryder and Nexeo

Dated May 22, 2015

Vehicle Count	Customer Vehicle Domicile	Ryder Unit No.	Customer Unit No.	Ryder Maintenance Facility Number & Name	Date of Delivery	Term in Months	Estimated Annual Mileage	Fixed Charge (Frequency)	Total Original Value	Total Monthly Depreciation	Model Year	Serial Number
1	Baton Rouge, LA			586,Baton Rouge, LA (3028)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
2	Baton Rouge, LA			586,Baton Rouge, LA (3028)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
3	Baton Rouge, LA			586,Baton Rouge, LA (3028)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
4	Birmingham, Al			315 North Birmingham, AL (3028)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
5	Birmingham, Al			315 North Birmingham, AL (3028)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
6	Birmingham, Al			315 North Birmingham, AL (3028)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
7	Birmingham, Al			315 North Birmingham, AL (3028)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
8	Carteret, NJ			220 Elizabeth NJ (3249)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
9	Carteret, NJ			220 Elizabeth NJ (3249)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
10	Carteret, NJ			220 Elizabeth NJ (3249)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
11	Carteret, NJ			220 Elizabeth NJ (3249)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
12	Carteret, NJ			220 Elizabeth NJ (3249)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
13	Carteret, NJ			220 Elizabeth NJ (3249)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
14	Carteret, NJ			220 Elizabeth NJ (3249)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
15	Carteret, NJ			220 Elizabeth NJ (3249)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
16	Carteret, NJ			220 Elizabeth NJ (3249)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
17	Chandler, AZ			983 Tempe AZ (3125)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
18	Chandler, AZ			983 Tempe AZ (3125)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
19	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
20	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
21	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
22	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
23	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
24	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
25	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
26	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
27	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
28	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
29	Charlotte, NC			164,Charlotte-North, NC (3325)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
30	Cincinnati, OH			372,Sharonville, OH (3087)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
31	Cincinnati, OH			372,Sharonville, OH (3087)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
32	Cincinnati, OH			372,Sharonville, OH (3087)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
33	Cincinnati, OH			372,Sharonville, OH (3087)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
34	Denver, CO			163,Denver-Holly St. (3125)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
35	Doraville, GA			154,Doraville, GA (3339)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
36	Doraville, GA			154,Doraville, GA (3339)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
37	Doraville, GA			154,Doraville, GA (3339)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
38	Doraville, GA			154,Doraville, GA (3339)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
39	Doraville, GA			154,Doraville, GA (3339)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
40	Doraville, GA			154,Doraville, GA (3339)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016
41	Doraville, GA			154,Doraville, GA (3339)		84	50,000	Month: $2292.67	$131,718	$1052.63	2016

42	Doraville, GA	154,Doraville, GA (3339)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
43	Doraville, GA	154,Doraville, GA (3339)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
44	Doraville, GA	154,Doraville, GA (3339)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
45	Doraville, GA	154,Doraville, GA (3339)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
46	Doraville, GA	154,Doraville, GA (3339)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
47	Fairfield, CA	495,Benicia, CA (3178)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
48	Fairfield, CA	495,Benicia, CA (3178)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
49	Garland, TX	422,Garland, TX (3121)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
50	Garland, TX	422,Garland, TX (3121)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
51	Garland, TX	422,Garland, TX (3121)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
52	Garland, TX	422,Garland, TX (3121)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
53	Garland, TX	422,Garland, TX (3121)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
54	Grove City, OH	2649,Obetz, OH (3037)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
55	Houston, TX	234,Houston-Hobby (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
56	Houston, TX	234,Houston-Hobby (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
57	Houston, TX	234,Houston-Hobby (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
58	Houston, TX	234,Houston-Hobby (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
59	Houston, TX	234,Houston-Hobby (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
60	Houston, TX	234,Houston-Hobby (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
61	Kansas City, KS	381,Lenexa Kansas (3139)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
62	Kansas City, KS	381,Lenexa Kansas (3139)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
63	Knoxville, TN	1247,Knoxville - Strwbrr (3087)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
64	Knoxville, TN	1247,Knoxville - Strwbrr (3087)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
65	Lansing, MI	2634,Lansing - Atlas (3042)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
66	Lansing, MI	2634,Lansing - Atlas (3042)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
67	Lansing, MI	2634,Lansing - Atlas (3042)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
68	Lansing, MI	2634,Lansing - Atlas (3042)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
69	Lansing, MI	2634,Lansing - Atlas (3042)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
70	Lansing, MI	2634,Lansing - Atlas (3042)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
71	Lansing, MI	2634,Lansing - Atlas (3042)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
72	Memphis, TN	528,Memphis-Air Park (3092)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
73	Memphis, TN	528,Memphis-Air Park (3092)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
74	Menasha, WI	386,Neenah, WI (3076)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
75	Menasha, WI	386,Neenah, WI (3076)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
76	Midland, TX	574,Odessa, TX (3112)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
77	Midland, TX	574,Odessa, TX (3112)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
78	Midland, TX	574,Odessa, TX (3112)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
79	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
80	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
81	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
82	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
83	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
84	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
85	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
86	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
87	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
88	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
89	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
90	Conroe, TX	138,Houston-Hempstead Hy (3120)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
91	Mobile, AL	670,Mobile, AL (3028)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
92	Mobile, AL	670,Mobile, AL (3028)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
93	Mobile, AL	670,Mobile, AL (3028)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
94	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
95	St Loius, MO	988,Fenton MO (3139)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
96	St Loius, MO	988,Fenton MO (3139)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
97	St Loius, MO	988,Fenton MO (3139)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
98	St Loius, MO	988,Fenton MO (3139)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
99	Saint Paul, MN	638,Roseville, MN (30786)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
100	Saint Paul, MN	638,Roseville, MN (30786)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
101	Saint Paul, MN	638,Roseville, MN (30786)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
102	Tewksbury, MA	364,Dracut, MA (3213)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
103	Tewksbury, MA	364,Dracut, MA (3213)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
104	Tonawanda, NY	895,Tonawanda, NY (3288)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
105	Tonawanda, NY	895,Tonawanda, NY (3288)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016

106	Tonawanda, NY	895,Tonawanda, NY (3288)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
107	Tonawanda, NY	895,Tonawanda, NY (3288)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
108	Twinsburg, OH	562,Walton Hill, OH (3037)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
109	Twinsburg, OH	562,Walton Hill, OH (3037)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
110	Twinsburg, OH	562,Walton Hill, OH (3037)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
111	Twinsburg, OH	562,Walton Hill, OH (3037)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
112	Twinsburg, OH	562,Walton Hill, OH (3037)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
113	Twinsburg, OH	562,Walton Hill, OH (3037)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
114	Twinsburg, OH	562,Walton Hill, OH (3037)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
115	Warren, MI	274,Roseville, MI (3042)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
116	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
117	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
118	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
119	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
120	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
121	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
122	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
123	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
124	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
125	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
126	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
127	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
128	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
129	Willow Springs, IL	766,Cicero, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
130	Clearfield, UT	1638,Clearfield, UT (3181)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
131	Shakopee, MN	614,Burnsville, MN (3076)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
132	Tampa, FL	1089,Tampa-Dale Mabry (3343)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
133	Tampa, FL	1089,Tampa-Dale Mabry (3343)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
134	Tampa, FL	1089,Tampa-Dale Mabry (3343)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
135	Clearfield, UT	1638,Clearfield, UT (3181)	84	50,000	Month: $2526.33	$136,796	$1197.54	2016
136	Fairfield, CA	569,Rancho Dominguez, CA (3189)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
137	Fairfield, CA	569,Rancho Dominguez, CA (3189)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
138	Fairfield, CA	569,Rancho Dominguez, CA (3189)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
139	Franklin Park, IL	351,Bensenville, IL (3032)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
140	Nashville, TN	395,Nashville-Polk Ave (3095)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
141	Nashville, TN	395,Nashville-Polk Ave (3095)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
142	Tulsa, OK	984,Wolf Point-Tulsa (3112)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
143	Anderson, SC	751,Anderson, SC (3334)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
144	Anderson, SC	751,Anderson, SC (3334)	84	50,000	Month: $2292.67	$131,718	$1052.63	2016
145	Binghamton, NY	525,Binghamton, NY (3028)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
146	Binghamton, NY	525,Binghamton, NY (3028)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
147	Chandler, AZ	983,Tempe AZ (3125)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
148	Charlotte, NC	164,Charlotte-North, NC (3325)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
149	Charlotte, NC	164,Charlotte-North, NC (3325)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
150	Charlotte, NC	164,Charlotte-North, NC (3325)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
151	Cincinnati, OH	372,Sharonville, OH (3087)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
152	Cincinnati, OH	372,Sharonville, OH (3087)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
153	Cincinnati, OH	372,Sharonville, OH (3087)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
154	Cincinnati, OH	372,Sharonville, OH (3087)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
155	Dayton, OH	473,Dayton, OH (3037)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
156	Dayton, OH	473,Dayton, OH (3037)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
157	Dayton, OH	473,Dayton, OH (3037)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
158	Dayton, OH	473,Dayton, OH (3037)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
159	Doraville, GA	154,Doraville, GA (3339)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
160	Franklin Park, IL	351,Bensenville, IL (3032)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
161	Franklin Park, IL	351,Bensenville, IL (3032)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
162	Franklin Park, IL	351,Bensenville, IL (3032)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
163	Franklin Park, IL	351,Bensenville, IL (3032)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
164	Franklin Park, IL	351,Bensenville, IL (3032)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
165	Grove City, OH	2649,Obetz, OH (3037)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
166	Grove City, OH	2649,Obetz, OH (3037)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
167	Grove City, OH	2649,Obetz, OH (3037)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
168	Grove City, OH	2649,Obetz, OH (3037)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
169	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2077.31	$118,520	$902.39	2016

170	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
171	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
172	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
173	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
174	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
175	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
176	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
177	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
178	Morrisville, PA	167,Fairless Hills, PA (3276)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
179	Shakopee, MN	614,Burnsville, MN (3076)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
180	Shakopee, MN	614,Burnsville, MN (3076)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
181	Shakopee, MN	614,Burnsville, MN (3076)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
182	Tewksbury, MA	364,Dracut, MA (3213)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
183	Tewksbury, MA	364,Dracut, MA (3213)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
184	Twinsburg, OH	562,Walton Hill, OH (3037)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
185	Twinsburg, OH	562,Walton Hill, OH (3037)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
186	Warren, MI	274,Roseville, MI (3042)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
187	Warren, MI	274,Roseville, MI (3042)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
188	Warren, MI	274,Roseville, MI (3042)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
189	Warren, MI	274,Roseville, MI (3042)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
190	Warren, MI	274,Roseville, MI (3042)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
191	Franklin Park, IL	766,Cicero, IL (3032)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
192	Franklin Park, IL	766,Cicero, IL (3032)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
193	Franklin Park, IL	766,Cicero, IL (3032)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
194	Franklin Park, IL	766,Cicero, IL (3032)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
195	Fairfield, CA	569,Rancho Dominguez (3189)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
196	Fairfield, CA	569,Rancho Dominguez (3189)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
197	Fairfield, CA	569,Rancho Dominguez (3189)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
198	Garland, TX	422,Garland, TX (3121)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
199	Garland, TX	422,Garland, TX (3121)	84	50,000	Month: $2077.31	$118,520	$902.39	2016
200	Garland, TX	422,Garland, TX (3121)	84	50,000	Month: $2343.15	$124,931	$1054.14	2016
201	Garland, TX	422,Garland, TX (3121)	84	50,000	Month: $2343.15	$124,931	$1054.14	2016
202	Garland, TX	422,Garland, TX (3121)	84	50,000	Month: $2343.15	$124,931	$1054.14	2016

Original Value at end of Term	Licensed Weight	CAB/Chassis - Description	Cab/ Chassis Original Value	Other Description	Other Original Value	Chassis Monthly Depreciation	Other Monthly Depreciation	Pick-Up & Delivery	Mobile Maintenance Services	PTO/ Pump Maintenance
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder	Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder	Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder	Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder	Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder	Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder	Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder	Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder

$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder

$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$36,383	80,000	Cascadia T/A Sleeper PX 12564ST-Tanker	$125,281	PTO/Pump System	$11,694	$1058.31	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder	Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder	Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder	Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21		Ryder	Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21	Ryder		Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$43,297	80,000	Cascadia T/A Daycab PX 12564ST-Tanker	$120,024	PTO/Pump System	$11,694	$913.42	$139.21			Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan						Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan							Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan

$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan		Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan	Ryder	Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan	Ryder	Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan	Ryder	Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan	Ryder	Ryder
$42,719	80,000	Cascadia T/A Daycab PX 12564ST-DryVan	Ryder	Ryder
$36,383	80,000	Cascadia T/A Sleeper PX 12564ST-DryVan	Ryder	Ryder
$36,383	80,000	Cascadia T/A Sleeper PX 12564ST-DryVan	Ryder	Ryder
$36,383	80,000	Cascadia T/A Sleeper PX 12564ST-DryVan	Ryder	Ryder

This Appendix and each Vehicle listed hereon are expressly incorporated by reference into Schedule A No. 2015-001 which is dated May 22, 2015 and a part of the Agreement between the parties dated May 22, 2015. The parties acknowledge and agree that certain information required to complete this Schedule A and Appendix may not be available upon execution.
RYDER TRUCK RENTAL, INC.	NEXEO SOLUTIONS LLC

By:    /s/ Bill J. Toerpe        By:    /s/ Ross Crane    

Name:    Bill Toerpe         Name:    Ross Crane     

Title:    VP National Sales         Title:    Executive Vice President and Chief Financial Officer     

Date:    05/26/15         Date:    05/26/2015     

AMENDMENT TO SCHEDULE A

THIS AMENDMENT dated May 22, 2015 (the “Effective Date”), is by and between Ryder Truck Rental, Inc. (“Ryder”) and Nexeo Solutions, LLC (“Customer”) to amend Schedule A No. 2015-001 (the “Amended Schedule A(s)”) to the Vehicle Operating and Service Agreement dated May 22, 2015 (the “Agreement”).

WHEREAS, Customer, in addition to the Agreement, has a truck lease and service agreement with Ryder, dated July 10, 2006 (the “TLSA”); and

WHEREAS, Ryder has agreed to assist in Customer’s vehicle optimization project, in consideration for Customer’s execution of the Amended Schedule A, by providing flexibility for vehicles under the TLSA, the Amended Schedule A, and under Customer’s ownership fleet (with no contract with Ryder).

THEREFORE, Ryder and Customer agree as follows:

1.Vehicle Optimization. For 24 months from the Effective Date, Customer shall have the right to terminate the lease of up to 20 Vehicles under the Agreement, terminate the lease of up to 4 vehicles under the TLSA, and sell to Ryder, and Ryder shall purchase, up to 30 vehicles from Customer’s ownership fleet, in addition to the approximately 178 other vehicles in Customer’s ownership fleet that may be replaced with the Vehicles under the Amended Schedule A, upon not less than 60 days prior written notice to Ryder, and pursuant to the conditions herein (collectively, these 54 vehicles shall be referred to herein as the “Redeployed Vehicles”):

A.Customer may not terminate a Vehicle under the Agreement (i.e. VOSA) prior to the first anniversary of the Date of Delivery;

B. Customer shall pay Ryder for any Physical Damage and the cost to “de-identify” the Redeployed Vehicle(s); provided however, Customer shall not, and Ryder shall, be responsible for any Physical Damage less than $750 on each vehicle under Customer’s ownership fleet;

C. Vehicles under Customer’s ownership fleet are required to pass Department of Transportation inspection, and shall have equal to or greater than 7/32nds tread depth per tire prior to Ryder’s purchase under a bill of sale; and

D.Customer shall pay to Ryder all amounts owed to Ryder under the Agreement or TLSA, for the applicable terminated Redeployed Vehicle, including, but not limited to, any outstanding charges (arising out of or relating to events occurring on or prior to the date of termination), unexpired licenses, applicable taxes (including personal property and federal heavy vehicle use), and other prepaid expenses previously paid by Ryder.

Customer may not terminate the lease of, or sell to Ryder, a Redeployed Vehicle during the 24 month time period above in order to rent, lease, or purchase a replacement vehicle within 36 months from the Effective Date except as otherwise agreed between the parties. Prior to terminating the lease of, or selling to Ryder, a Redeployed Vehicle, during the notice period described above, Customer shall use commercially reasonable efforts to place such vehicle with any of its other divisions, locations, subsidiaries or affiliates. If after a Redeployed Vehicle is accepted by Ryder hereunder, Customer later experiences an increase in its transportation needs, Ryder shall have the right of first refusal to provide Customer with lease or rental vehicle(s). If Customer effects a termination strictly in accordance with the foregoing terms, then Customer shall have neither the right nor obligation to purchase any terminated Vehicle under the Agreement or TLSA.

2.Breach. Customer will not be entitled to any of the rights herein for a Redeployed Vehicle if Customer is in material breach of any agreement between Ryder (or any Ryder affiliates) unless the breach is cured within 30 days. If such material breach is not cured after 30 days, Ryder may terminate this Amendment.

3.Confidentiality. This Amendment, including all its terms and conditions, is CONFIDENTIAL and shall not be disclosed to any third party by the parties or any one or more of their respective, current or future agents, representatives, or employees, except in accordance with applicable laws.

4.Miscellaneous. All other terms of the Agreement, TLSA, and Amended Schedule A, except those expressly modified herein, shall remain in full force and effect. This Amendment supersedes all oral negotiations and prior and contemporaneous writings, and is intended as the final expression of the parties’ agreement, with respect to the subject matter hereof. All capitalized terms used in this Amendment shall have the same meaning as the capitalized terms used in the Agreement, unless otherwise defined herein.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment.

Ryder Truck Rental, Inc. Nexeo Solutions, LLC

By:/s/ William J. Toerpe___________________    By: /s/ Ross Crane___________________________________

William J. Toerpe, VP of National Sales     Print & Title:Executive Vice President and Chief Financial Officer     

Date:05/26/15________________________________        Date:05/26/15__________________________________    

EX-10.22

AMENDMENT TO VEHICLE OPERATING AND SERVICE AGREEMENT

THIS AMENDMENT dated May 22, 2015 is by and between Ryder Truck Rental, Inc. (“Ryder”) and Nexeo Solutions, LLC (“Customer”) to amend the Vehicle Operating and Service Agreement between Ryder and Customer dated May 22, 2015 (the “Agreement”).

THEREFORE, in consideration of the undertakings herein and other good and valuable consideration, the parties agree as follows:

1.This Amendment shall be effective as of June 1, 2015 (the “Effective Date”).

2.Notwithstanding any provision in the Agreement that conflicts with the fuel charges below, as of the Effective Date, the following shall control in regards to fuel charges:

When Ryder is designated on Schedule A, Ryder will provide fuel for each Vehicle from a Ryder or Ryder designated facility. Ryder’s per gallon charge for fuel (the “Per Gallon Fuel Charge”) shall be equal to the OPIS Base Price plus a Per Gallon Premium (each as defined herein) plus: (i) all applicable taxes; (ii) all freight and delivery charges; and (iii) the cost of necessary fuel additives. The Per Gallon Fuel Charge shall apply only to Ultra Low Sulfur Diesel Fuel that is purchased at facilities owned or operated by Ryder, including on-site or “captive” locations where Ryder provides fuel, and shall not apply to any fuel purchased in Canada or Hawaii. Fuel charges are billed weekly and due within ten (10) days of the date of the invoice. If your account is past due, Ryder may, subject to providing notice to you, elect to stop providing fuel to you. For fuel purchased from Ryder to which the Per Gallon Fuel Charge is not applicable, Ryder’s charge for fuel will vary over time.

The “OPIS Base Price” shall mean the Oil Price Information Service (“OPIS”) Ultra Low Sulfur Diesel Gross Contract Average Cost of Fuel (as of the date of purchase) for the locality where the fuel is purchased (or the closest location or terminal for which OPIS publishes an index).

The “Per Gallon Premium” shall be Five Cents per Gallon ($0.05/gallon) plus (i) an additional One Cent per Gallon ($0.01/gallon) if the Per Gallon Fuel Charge is equal to or exceeds Four Dollars per Gallon ($4.00/gallon), plus (ii) an additional One-Half Cent per Gallon ($0.0050/gallon) for each whole dollar by which the Per Gallon Fuel Charge exceeds Four Dollars per Gallon ($4.00/gallon). For example, if the Per Gallon Fuel Charge is $3.99 per gallon, the Per Gallon Premium shall be $0.05; if the Per Gallon Fuel Charge is $4.00 per gallon, then the Per Gallon Premium shall be $0.06; and if the Per Gallon Fuel Charge is $5.00 per gallon, then the Per Gallon Premium shall be $0.065.

3. All other terms of the Agreement, except those expressly modified herein, shall remain in full force and effect. This Amendment supersedes all oral negotiations and prior and contemporaneous writings, and is intended as the final expression of the parties’ agreement, with respect to the subject matter hereof. All capitalized terms used in this Amendment shall have the same meaning as the capitalized terms used in the Agreement, unless otherwise defined herein.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment.

Ryder Truck Rental, Inc. Nexeo Solutions, LLC

By:/s/ William J. ToerpeBy: /s/ Ross Crane

Print & Title: William J. Toerpe, VP National Sales Print & Title: Ross Crane, Executive Vice President and Chief Financial Officer

Date: 05/26/15                        Date: 05/26/15

LMT220515        

EX-10.23

Exhibit 10.23

SEPARATION AGREEMENT AND RELEASE OF CLAIMS

This Separation Agreement and Release of Claims (“Agreement”) is made and entered into between Nexeo Solutions, LLC (“Company”), Nexeo Solutions Holdings, LLC (“Holdings”), and Henry E. Harrell (“Employee”). Capitalized terms used in this Agreement but not otherwise defined will have the meanings given to them in the Series B Unit Agreements between Holdings, the Company, and Employee, dated September 17, 2012, and May 19, 2014.

1. Separation of Employment. Employee’s employment with the Company terminated on March 29, 2016 (“Separation Date”).

2. Consideration. The Company agrees to provide Employee with the following separation payments and benefits (collectively, the “Separation Payment”) as consideration for executing this Agreement, to which Employee agrees Employee is not otherwise entitled but for Employee entering into this Agreement.

(a) Notice Pay. In lieu of 30 days’ notice of Employee’s separation of employment, the Company agrees to pay Employee $31,232.87, the equivalent of 30-days’ pay. Subject to Section 11 below, this amount will be paid in a lump sum on the Company’s next scheduled payroll date following the effective date of this Agreement.

(b) Separation Pay. The Company agrees to pay Employee $380,000.00 (less applicable withholding and other deductions) (the “Separation Pay”). Subject to Section 11 below, the Separation Pay will be paid in 26 substantially equal installments. The first installment will be paid on the Company’s next scheduled payroll date following the effective date of this Agreement and the remaining installments will be paid over the course of the following pay periods in accordance with the Company’s regular payroll practices.

(c) Health & Welfare Benefits. Subject to Section 11 below, if Employee elects to continue medical, dental, and vision coverage under the Company’s medical, dental, and vision program pursuant to Employee’s continuation of coverage rights under the Consolidated Omnibus Reconciliation Act (“COBRA”), the Company will waive that portion of the COBRA premium in excess of premiums paid by active employees for equivalent coverage until the earlier of (i) 52 weeks from date of termination, or (ii) Employee’s acceptance of other employment for which Employee is eligible for substantially similar group health benefits. Employee agrees to inform the Company immediately upon accepting other employment providing such coverage. Employee will be responsible for payment of the 2% COBRA administration fee.

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3. Equity Holdings. Employee received 1,250,000 number of Series B-2 Units (the “B-2 Units”) at a $1.10 threshold value pursuant to the Amended and Restated Limited Liability Company Agreement dated April 1, 2011 (as amended from time to time, the “LLC Agreement”) and the Series B Unit Agreement by and between Holdings and Employee dated December 19, 2012 (the “B-2 Agreement”). Employee also received 250,000 number of Series B-5 Units (the “B-5 Units”) at a $1.40 threshold value pursuant to the LLC Agreement and the Series B Unit Agreement by and between Holdings and Employee dated November 13, 2014 (the “B-5 Agreement”). Employee will receive, subject to Section 12 below, vesting of any Time-Based Units that would have vested on April 1, 2016. Pursuant to the foregoing and the terms and conditions of Section 4 of the B-2 Agreement, only 40%, or 500,000 number of Employee’s B-2 Units are currently vested (“Vested B-2 Units”). Employee’s remaining 750,000 number of B-2 Units are unvested. Of the unvested B-2 Units, 625,000 number are Performance-Based Units (“Unvested Performance-Based B-2 Units”) and 125,000 number are Time-Based Units (“Unvested Time-Based B-2 Units”). Pursuant to acceleration of the April 1, 2016 vesting and the terms and conditions of Section 4 of the B-5 Agreement, only 20%, or 50,000 number of Employee’s B-2 Units are currently vested (“Vested B-5 Units”). Employee’s remaining 200,000 number of B-5 Units are unvested. Of the unvested B-5 Units, 125,000 number are Performance-Based Units (“Unvested Performance-Based B-5 Units”) and 75,000 number are Time-Based Units (“Unvested Time-Based B-5 Units”).

(a) Treatment of Unvested Performance-Based Units. Pursuant to the retention agreement by and between the Company, Holdings, and Employee dated December 1, 2015 (the “Retention Agreement”), Employee is entitled to certain treatment of Employee’s Unvested Performance-Based B-2 Units and Unvested Performance-Based B-5 Units if Employee is terminated without Cause prior to May 31, 2016. Since Employee’s termination is not for Cause, Employee’s Unvested Performance-Based B-2 Units and Unvested Performance-Based B-5 Units will receive treatment and consideration in accordance with the terms of the Retention Agreement. Employee acknowledges that Holding’s redemption rights under the B-2 Agreement and B-5 Agreement are tolled until September 29, 2016.

(b) Forfeiture of Unvested Time-Based B Units. Pursuant to Section 5 of the B-2 Agreement and B-5 Agreement, Employee cannot become vested in Employee’s Unvested B-2 Units or Unvested B-5 Units as of the Separation Date. Pursuant to Section 7(b)(iii) of the B-2 Agreement and B-5 Agreement, Employee will forfeit to Holdings all of Employee’s Unvested B-2 Units and Unvested B-5 Units and all rights arising from such units as of Employee’s Separation Date. Each Unvested B-2 Unit and Unvested B-5 Unit held by Employee on the Separation Date will thus become cancelled and forfeited to Holdings pursuant to the terms and conditions of the B-2 Agreement, B-5 Agreement, and the LLC Agreement for no consideration to Employee.

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(c) Tax Distribution(s). Pursuant to and in accordance with the terms of the LLC Agreement, Employee will receive tax distributions that are intended to cover the estimated and reconciled tax liability associated with Employee’s equity holdings through the earlier of September 29, 2016, or the date upon which the equity holdings are redeemed or a Liquidity Event occurs. Employee will have the opportunity to participate in any and all Company composite state tax returns covering the same time period. If the tax preparation expenses related to the state composite filings are being paid by the Company on behalf of its actively-employed equity holders, the Company will pay such expenses on behalf of Employee as well.

4. Waiver and Release.

(a) In exchange for the Separation Payment, Employee releases the Company, TPG Capital, L.P. (“TPG”), and their past, present and future parents, subsidiaries, partners, funds, investors, successors, predecessors, and affiliated or related companies, and their respective owners, directors, officers, employees, agents, representatives and assigns (hereinafter referred to collectively as the “ReleasedParties”), from, and hereby waives, any and all claims, actions, causes of action, complaints, lawsuits, petitions, charges, indebtedness, contractual compensation, benefits, separation or severance pay, losses, liabilities, and demands, (collectively “claims”), including, but not limited to, those claims (i) arising from or in connection with Employee’s employment with or termination from the Company (ii) for benefits, payments, expenses, costs, damages, contractual compensation, severance pay, and any other contractual entitlements; (iii) arising under any federal, state, or local statute, regulation, ordinance or common law (including, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e, et seq.; the Employee Retirement Income Security Act, 29 U.S.C. §1001, et seq.; the Americans with Disabilities Act, 42 U.S.C. §12101, et seq.); (iv) based on any alleged discriminatory employment practices (based on Employee’s age, sex, race, national origin, religion, disability or other factor); and (v) arising from or in connection with all other acts or omissions related to any matter at any time prior to and including the date of Employee’s execution of this Agreement. Employee agrees that this waiver and release specifically includes any claims and rights Employee may have under the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., and under any other law prohibiting age discrimination, arising on or prior to the date of Employee’s execution of this Agreement.

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(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Further, in no event shall the released claims include (i) any claim which arises after the date that this Agreement is executed by Employee, or (ii) any claim to vested benefits under an employee benefit plan.

(c) The Company hereby waives any and all claims arising from or in connection with Employee’s employment with or termination from the Company at any time prior to and including the date of Employee’s execution of this Agreement.

5. Confidentiality, Non-Competition, Non-Solicitation and Non-Disparagement.

(a) Employee agrees not to voluntarily disclose to any third person, apart from Employee’s attorney, tax advisors and immediate family, the existence, terms or conditions of this Agreement or to cause any third person to disclose the existence, terms or conditions of this Agreement, except as required by law or compelled by any governmental authority.

(b) Employee acknowledges and agrees that the provisions related to confidentiality, non-competition, non-solicitation and non-disparagement in the Participation Agreement entered into by Employee and the Company survive the termination of Employee’s employment and are incorporated herein. For avoidance of doubt, the parties agree that (i) Employee is restricted from employment with a Competing Business; and (ii) a “Competing Business” is a business, individual, partnership, firm, corporation or other entity which engages in the distribution of chemicals, plastics, and composites materials or the provision of environmental services unless such distribution or provision is performed directly for itself or its affiliates. The provisions related to non-competition are not intended to restrict Employee from accepting employment with a current or former supplier of the Company or any other company that supplies materials or environmental services to companies such as the Company; the provisions are intended to only restrict employment with a direct competitor whose business is the distribution of chemicals and plastics.

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6. Return of Company Property. Employee agrees that, upon Employee’s execution of this Agreement, Employee shall immediately assemble and deliver to the Company:

(a) each and every original and copy of any and all documents, compilations, recordings, and any other form of written, printed, recorded, typed and every other matter, thing or material of any kind which Employee has in Employee’s possession, custody or control that is or was the property of the Company or relates in any way to the business of the Company, including all material that constitutes or contains Confidential Information; and

(b) all other property or data of the Company or its affiliates that has been in Employee’s possession or control, including but not limited to the company car (if any), computers, cell phones and IPhone or IPad devices, credit cards, entry cards, ID badge and keys, and any materials of any kind that contain or embody any proprietary or confidential information of the Company or its customers, clients or suppliers.

(c) For purposes of this Agreement, Employee acknowledges that “ConfidentialInformation” includes the trade, business and financial secrets and other confidential and proprietary information of the Company, Holdings, or TPG.

7. Choice of Law. This Agreement shall be interpreted and construed in accordance with and shall be governed by the laws of the State of Texas (without giving effect to principles of conflicts of law) and, where applicable, the laws of the United States.

8. Entire Agreement. This Agreement constitutes the entire agreement of the parties relating to Employee’s employment and termination from employment with the Company, and any and all previous agreements with respect to these matters, unless specifically incorporated herein, are superseded by this Agreement. No term, provision or condition of this Agreement may be modified in any respect except by a writing executed by the parties hereto. No person has any authority to make any representations or promises on behalf of any of the parties not set forth herein and this Agreement has not been executed in reliance upon any representation or promise except those contained herein.

9. Acknowledgment of Terms. Employee acknowledges that Employee has carefully read this Agreement; that Employee has had the opportunity for review of it by Employee’s attorney; that Employee fully understands its final and binding effect; that Released Parties admit to no wrongdoing in connection with Employee’s employment or Employee’s termination from the Company, and that this Agreement is intended as a compromise of any claims that Employee may allege against the Released Parties; that the only promises made to Employee to sign this Agreement are those stated above; and that Employee is signing this Agreement voluntarily.

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10. Severability. Each part, term or provision of this Agreement is severable from the others. Notwithstanding any possible future finding by a duly constituted authority that a particular part, term or provision is invalid, void or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.

11. Execution. Employee acknowledges and agrees that Employee has 21 days to consider this Agreement before accepting by signing and dating this Agreement, and that Employee’s failure to so accept within this time period will result in the revocation of the Company’s offer to enter into this Agreement. Employee may revoke this Agreement within 7 days after Employee signs it. This Agreement shall not become effective or enforceable, and the consideration set forth in Section 2 will not be paid, until the expiration of this 7-day period without Employee’s revocation. Employee is advised to consult with an attorney prior to signing this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

6

HENRY E. HARRELL, III

/s/ Henry E. Harrell, III

Date: 4-4-16

NEXEO SOLUTIONS, LLC

By: /s/ Lisa Britt

Name: Lisa Britt

Title: Chief Human Resources Officer

Date: 4-11-16

NEXEO SOLUTIONS HOLDINGS, LLC

By: /s/ Michael B. Farnell, Jr.

Name: Michael B. Farnell, Jr.

Title: Executive Vice President and Chief Legal Officer

Date: 4-11-16

7

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, David A. Bradley, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2016 of Nexeo Solutions, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 9, 2016	By:	/s/ David A. Bradley
		Name:	David A. Bradley
		Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Ross J. Crane, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2016 of Nexeo Solutions, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 9, 2016	By:	/s/ Ross J. Crane
		Name:	Ross J. Crane
		Title:	Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

UNDER SECTION 906 OF THE

SARBANES OXLEY ACT OF 2001, 18 U.S.C. § 1350

In connection with the Quarterly Report of Nexeo Solutions, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2016, as filed with the Securities and Exchange Commission on August 9, 2016 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, David A. Bradley, Chief Executive Officer, Nexeo Solutions, Inc., and Ross J. Crane, Chief Financial Officer, Nexeo Solutions, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(a) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 9, 2016	By:	/s/ David A. Bradley
		Name:	David A. Bradley
		Title:	Chief Executive Officer (Principal Executive Officer)

Date:	August 9, 2016	By:	/s/ Ross J. Crane
		Name:	Ross J. Crane
		Title:	Chief Financial Officer (Principal Financial Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2016	Aug. 04, 2016
Document and Entity Information
Entity Registrant Name	Nexeo Solutions, Inc.
Entity Central Index Key	0001604416
Current Fiscal Year End Date	--09-30
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		89,286,936

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2016	Sep. 30, 2015
Non-Current Liabilities
Long-term debt and capital lease obligations, less current portion, net	$ 780.6	$ 854.4
Successor
Current Assets
Cash and cash equivalents	38.6	0.2
Accounts and notes receivable (net of allowance for doubtful accounts of $0.1 million and $3.8 million, respectively)	475.9
Inventories	321.5
Other current assets	21.8
Total current assets	857.8
Non-Current Assets
Property, plant and equipment, net	339.1
Goodwill	693.4	0.0
Deferred income taxes	1.6
Other intangible assets, net of amortization	216.2
Other non-current assets	9.9
Total non-current assets	1,260.2
Total Assets	2,118.0
Current Liabilities
Short-term borrowings and current portion of long-term debt and capital lease obligations	50.0
Accounts payable	313.6
Accrued expenses and other liabilities	47.9
Income taxes payable	1.3
Total current liabilities	412.8
Non-Current Liabilities
Long-term debt and capital lease obligations, less current portion, net	780.6
Deferred income taxes	39.8
Due to related party pursuant to contingent consideration obligations	142.2
Other non-current liabilities	5.4
Total non-current liabilities	968.0
Total Liabilities	1,380.8
Commitments and contingencies (see Note 13)
Equity
Preferred stock, $0.0001 par value (1,000,000 shares authorized, none issued and outstanding as of June 30, 2016)	0.0
Common stock, $0.0001 par value (300,000,000 shares authorized, 89,222,418 shares issued and outstanding as of June 30, 2016)	0.0
Additional paid-in capital	757.7
Accumulated deficit	(18.3)
Accumulated other comprehensive loss	(2.2)
Total equity	737.2
Total Liabilities and Equity	2,118.0
Successor | Series A membership interest
Equity
Membership interest	0.0
Successor | Series B membership interest
Equity
Membership interest	$ 0.0
Predecessor
Current Assets
Cash and cash equivalents		127.7
Accounts and notes receivable (net of allowance for doubtful accounts of $0.1 million and $3.8 million, respectively)		508.7
Inventories		325.1
Other current assets		22.0
Total current assets		983.5
Non-Current Assets
Property, plant and equipment, net		231.2
Goodwill		373.7
Deferred income taxes		0.3
Other intangible assets, net of amortization		111.4
Other non-current assets		8.8
Total non-current assets		725.4
Total Assets		1,708.9
Current Liabilities
Short-term borrowings and current portion of long-term debt and capital lease obligations		72.4
Accounts payable		326.6
Accrued expenses and other liabilities		63.9
Income taxes payable		2.5
Total current liabilities		465.4
Non-Current Liabilities
Long-term debt and capital lease obligations, less current portion, net		854.4
Deferred income taxes		91.5
Due to related party pursuant to contingent consideration obligations		0.0
Other non-current liabilities		12.6
Total non-current liabilities		958.5
Total Liabilities		1,423.9
Commitments and contingencies (see Note 13)
Equity
Preferred stock, $0.0001 par value (1,000,000 shares authorized, none issued and outstanding as of June 30, 2016)		0.0
Common stock, $0.0001 par value (300,000,000 shares authorized, 89,222,418 shares issued and outstanding as of June 30, 2016)		0.0
Additional paid-in capital		0.0
Accumulated deficit		(162.9)
Accumulated other comprehensive loss		(47.6)
Total equity		285.0
Total Liabilities and Equity		1,708.9
Predecessor | Series A membership interest
Equity
Membership interest		490.4
Total equity		490.4
Predecessor | Series B membership interest
Equity
Membership interest		5.1
Total equity		$ 5.1

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Condensed Consolidated Balance Sheets (Parenthetical) $ in Millions	Jun. 30, 2016 USD ($) $ / shares shares
Preferred shares authorized (in shares)	1,000,000
Preferred shares issued (in shares)	0
Preferred shares outstanding (in shares)	0
Shares authorized (in shares)	300,000,000
Shares issued (in shares)	89,222,418
Shares outstanding (in shares)	89,222,418
Successor
Allowance for doubtful accounts | $	$ 0.1
Preferred stock, par value (USD per share) | $ / shares	$ 0.000001
Preferred shares authorized (in shares)	1,000,000
Preferred shares issued (in shares)	0
Preferred shares outstanding (in shares)	0
Common stock, par value (USD per share) | $ / shares	$ 0.000001
Shares authorized (in shares)	300,000,000
Shares issued (in shares)	89,222,418
Shares outstanding (in shares)	89,222,418

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Condensed Consolidated Statements of Operations - USD ($) $ in Millions	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015
Successor
Sales and operating revenues		$ 214.3			$ 214.3
Cost of sales and operating expenses		195.5			195.5
Gross profit		18.8			18.8
Selling, general and administrative expenses		19.1			19.2
Transaction related costs		15.9			18.0
Change in fair value of contingent consideration obligations		(2.3)			(2.3)
Operating income (loss)		(13.9)			(16.1)
Other income		0.0			0.0
Interest income (expense)
Interest income		0.3			0.9
Interest expense		(3.2)			(3.2)
Income from continuing operations before income taxes		(16.8)			(18.4)
Income tax expense (benefit)		(1.3)			(1.3)
Net income (loss) from continuing operations		(15.5)			(17.1)
Net income (loss) from discontinued operations, net of tax		0.0			0.0
Net income (loss)		$ (15.5)			$ (17.1)
Net loss per share available to common shareholders
Basic and diluted (USD per share)		$ (0.45)			$ (0.81)
Weighted average number of common shares outstanding
Basic and diluted (in shares)		34,072,056			21,241,897
Predecessor
Sales and operating revenues	$ 650.2		$ 988.8	$ 2,340.1		$ 3,019.3
Cost of sales and operating expenses	574.8		877.5	2,068.2		2,716.8
Gross profit	75.4		111.3	271.9		302.5
Selling, general and administrative expenses	57.5		82.9	208.9		248.5
Transaction related costs	26.1		0.0	33.4		0.1
Change in fair value of contingent consideration obligations	0.0		0.0	0.0		0.0
Operating income (loss)	(8.2)		28.4	29.6		53.9
Other income	0.3		8.4	2.9		9.1
Interest income (expense)
Interest income	0.0		0.0	0.1		0.1
Interest expense	(11.2)		(16.2)	(42.3)		(48.9)
Income from continuing operations before income taxes	(19.1)		20.6	(9.7)		14.2
Income tax expense (benefit)	1.1		1.8	4.2		2.7
Net income (loss) from continuing operations	(20.2)		18.8	(13.9)		11.5
Net income (loss) from discontinued operations, net of tax	0.0		0.0	0.1		(0.8)
Net income (loss)	$ (20.2)		$ 18.8	$ (13.8)		$ 10.7

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Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions		2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
		Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015
Successor
Net income (loss)			$ (15.5)			$ (17.1)
Unrealized foreign currency translation gain (loss), net of tax			(2.2)			(2.2)
Unrealized gain on interest rate hedges, net of tax			0.0			0.0
Other comprehensive income (loss), net of tax			(2.2)			(2.2)
Total comprehensive income (loss), net of tax			(17.7)			(19.3)
Comprehensive loss attributable to noncontrolling interest, net of tax			0.0			0.0
Total comprehensive income (loss) attributable to Predecessor and Successor, net of tax	[1]		$ (17.7)			$ (19.3)
Predecessor
Net income (loss)		$ (20.2)		$ 18.8	$ (13.8)		$ 10.7
Unrealized foreign currency translation gain (loss), net of tax		(3.4)		5.3	(4.0)		(19.6)
Unrealized gain on interest rate hedges, net of tax		0.1		0.0	0.3		0.1
Other comprehensive income (loss), net of tax		(3.3)		5.3	(3.7)		(19.5)
Total comprehensive income (loss), net of tax		(23.5)		24.1	(17.5)		(8.8)
Comprehensive loss attributable to noncontrolling interest, net of tax		0.0		0.0	0.0		0.1
Total comprehensive income (loss) attributable to Predecessor and Successor, net of tax	[1]	$ (23.5)		$ 24.1	$ (17.5)		$ (8.7)

[1] The tax effects for each component presented are not material.

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Condensed Consolidated Statements of Equity - USD ($) $ in Millions	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Series A Membership Interest	Series B membership interest
Beginning balance, Predecessor (Predecessor) at Sep. 30, 2015	$ 285.0			$ (162.9)	$ (47.6)	$ 490.4	$ 5.1
Beginning balance, Successor (shares) (Successor) at Sep. 30, 2015		14,853,927
Beginning balance, Successor (Successor) at Sep. 30, 2015	5.0	$ 0.0	$ 6.2	(1.2)	0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification of shares previously subject to redemption (in shares) | Successor		14,168
Reclassification of shares previously subject to redemption | Successor	0.1		0.1
Comprehensive loss:
Net loss | Successor	(0.1)			(0.1)
Ending balance, Successor (shares) (Successor) at Dec. 31, 2015		14,868,095
Ending balance, Successor (Successor) at Dec. 31, 2015	5.0		6.3	(1.3)
Beginning balance, Predecessor (Predecessor) at Sep. 30, 2015	285.0			(162.9)	(47.6)	490.4	5.1
Beginning balance, Successor (shares) (Successor) at Sep. 30, 2015		14,853,927
Beginning balance, Successor (Successor) at Sep. 30, 2015	5.0	$ 0.0	6.2	(1.2)	0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchases of membership units | Predecessor	(0.1)						(0.1)
Equity-based compensation | Predecessor	2.7						2.7
Comprehensive loss:
Net loss | Predecessor	(13.8)			(13.8)
Other comprehensive loss | Predecessor	(3.7)				(3.7)
Balance at June 8, 2016, Predecessor (Predecessor) at Jun. 08, 2016	$ 270.1			(176.7)	(51.3)	490.4	7.7
Ending balance, Successor (shares) at Jun. 08, 2016	62,531,250
Beginning balance, Predecessor (Predecessor) at Sep. 30, 2015	$ 285.0			(162.9)	(47.6)	490.4	5.1
Beginning balance, Successor (shares) (Successor) at Sep. 30, 2015		14,853,927
Beginning balance, Successor (Successor) at Sep. 30, 2015	5.0	$ 0.0	6.2	(1.2)	0.0
Comprehensive loss:
Net loss | Successor	(17.1)
Other comprehensive loss | Successor	(2.2)
Balance at June 8, 2016, Predecessor (Successor) at Jun. 30, 2016	$ 737.2
Ending balance, Successor (shares) (Successor) at Jun. 30, 2016	89,222,418	89,222,418
Ending balance, Successor (shares) at Jun. 30, 2016	89,222,418
Ending balance, Successor (Successor) at Jun. 30, 2016	$ 737.2	$ 0.0	757.7	(18.3)	(2.2)
Beginning balance, Successor (shares) (Successor) at Dec. 31, 2015		14,868,095
Beginning balance, Successor (Successor) at Dec. 31, 2015	5.0		6.3	(1.3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification of shares previously subject to redemption (in shares) | Successor		150,231
Reclassification of shares previously subject to redemption | Successor	1.5		1.5
Comprehensive loss:
Net loss | Successor	(1.5)			(1.5)
Ending balance, Successor (shares) (Successor) at Mar. 31, 2016		15,018,326
Ending balance, Successor (Successor) at Mar. 31, 2016	5.0		7.8	(2.8)
Comprehensive loss:
Net loss | Predecessor	(20.2)
Other comprehensive loss | Predecessor	(3.3)
Balance at June 8, 2016, Predecessor (Predecessor) at Jun. 08, 2016	$ 270.1			(176.7)	(51.3)	$ 490.4	$ 7.7
Ending balance, Successor (shares) at Jun. 08, 2016	62,531,250
Beginning balance, Successor (shares) (Successor) at Mar. 31, 2016		15,018,326
Beginning balance, Successor (Successor) at Mar. 31, 2016	$ 5.0		7.8	(2.8)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation | Successor	0.3		0.3
Reclassification of shares previously subject to redemption (in shares) | Successor		47,512,924
Reclassification of shares previously subject to redemption | Successor	475.2		475.2
Redeemed shares (in shares) | Successor		(29,793,320)
Redeemed shares | Successor	(298.5)		(298.5)
Warrant conversion (in shares) | Successor		2,240,000
Private placement shares issued May 23, 2016 (in shares) | Successor		23,492,306
Private placement shares issued May 23, 2016 | Successor	234.9		234.9
Shares issued to Selling Equityholders (in shares) | Successor		27,673,604
Shares issued to Selling Equityholders | Successor	276.7		276.7
Fair value equity contribution from Sponsor in the form of Founder Shares transferred to Selling Equityholders | Successor	30.2		30.2
Shares issued for advisory services and deferred underwriting fees (in shares) | Successor		3,078,578
Shares issued for advisory services and deferred underwriting fees | Successor	30.8		30.8
Fair value equity contribution from Sponsor in the form of Founder Shares transferred to directors for services rendered | Successor	0.3		0.3
Comprehensive loss:
Net loss | Successor	(15.5)			(15.5)
Other comprehensive loss | Successor	(2.2)				(2.2)
Balance at June 8, 2016, Predecessor (Successor) at Jun. 30, 2016	$ 737.2
Ending balance, Successor (shares) (Successor) at Jun. 30, 2016	89,222,418	89,222,418
Ending balance, Successor (shares) at Jun. 30, 2016	89,222,418
Ending balance, Successor (Successor) at Jun. 30, 2016	$ 737.2	$ 0.0	$ 757.7	$ (18.3)	$ (2.2)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015
Successor
Net income (loss) from continuing operations		$ (17.1)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		4.3
Debt issuance costs and original issue discount amortization		(0.4)
Non-cash transaction costs		12.8
Provision for bad debt		0.1
Inventory impairment		0.0
Deferred income taxes		(1.9)
Equity-based compensation charges		0.3
Change in fair value of contingent consideration obligations		(2.3)
Gain on sale of property and equipment		0.0
Gain on debt extinguishment, net		0.0
Changes in operating assets and liabilities:
Accounts and notes receivable		(6.0)
Inventories		7.0
Other current assets		2.8
Accounts payable		(27.3)
Related party payable		0.0
Accrued expenses and other liabilities		(2.6)
Changes in other operating assets and liabilities, net		0.3
Net cash provided by (used in) operating activities from continuing operations		(30.0)
Net cash provided by (used in) operating activities from discontinued operations		0.0
Net cash provided by (used in) operating activities		(30.0)
Cash flows from investing activities
Additions to property and equipment		(1.4)
Proceeds from the disposal of property and equipment		0.0
Proceeds withdrawn from trust account		501.1
Cash consideration paid for Business Combination, net of cash acquired		(360.6)
Net cash provided by (used in) investing activities		139.1
Cash flows from financing activities
Proceeds from issuance of common stock		234.9
Redemption of common stock		(298.5)
Proceeds from Sponsor convertible note and Sponsor promissory note		0.7
Repayment of Sponsor convertible notes and Sponsor promissory note		(1.0)
Repurchases of membership units		0.0
Tax distributions associated with membership interests		0.0
Purchase of additional equity interest in Nexeo Plaschem		0.0
Proceeds from short-term debt		4.9
Repayment of short-term debt		(1.7)
Proceeds from issuance of long-term debt		823.6
Repayment of long-term debt and capital lease obligations		(41.0)
Repayment of Predecessor long-term debt		(767.3)
Cash paid for debt issuance costs		(25.3)
Net cash used in financing activities		(70.7)
Effect of exchange rate changes on cash and cash equivalents		0.0
Increase (decrease) in cash and cash equivalents		38.4
Cash and cash equivalents at the beginning of the period	$ 0.2	0.2
Cash and cash equivalents at the end of the period		38.6
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		7.2
Cash paid during the period for taxes		1.5
Supplemental disclosure of non-cash operating activities:
Non-cash payment of deferred underwriting fees		18.3
Supplemental disclosure of cash flow information:
Non-cash capital expenditures, including capital leases		1.2
Predecessor
Net income (loss) from continuing operations	(13.9)		$ 11.5
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	37.7		39.6
Debt issuance costs and original issue discount amortization	6.1		6.5
Non-cash transaction costs	0.0		0.0
Provision for bad debt	1.2		0.3
Inventory impairment	0.0		1.6
Deferred income taxes	1.1		2.0
Equity-based compensation charges	2.7		0.9
Change in fair value of contingent consideration obligations	0.0		0.0
Gain on sale of property and equipment	(2.0)		(1.0)
Gain on debt extinguishment, net	(0.6)		0.0
Changes in operating assets and liabilities:
Accounts and notes receivable	34.4		77.3
Inventories	8.4		10.9
Other current assets	(4.1)		6.5
Accounts payable	13.4		(63.2)
Related party payable	(0.3)		(1.6)
Accrued expenses and other liabilities	(9.7)		4.0
Changes in other operating assets and liabilities, net	(4.9)		(1.7)
Net cash provided by (used in) operating activities from continuing operations	69.5		93.6
Net cash provided by (used in) operating activities from discontinued operations	0.1		(0.6)
Net cash provided by (used in) operating activities	69.6		93.0
Cash flows from investing activities
Additions to property and equipment	(14.2)		(27.3)
Proceeds from the disposal of property and equipment	2.4		2.3
Proceeds withdrawn from trust account	0.0		0.0
Cash consideration paid for Business Combination, net of cash acquired	0.0		0.0
Net cash provided by (used in) investing activities	(11.8)		(25.0)
Cash flows from financing activities
Proceeds from issuance of common stock	0.0		0.0
Redemption of common stock	0.0		0.0
Proceeds from Sponsor convertible note and Sponsor promissory note	0.0		0.0
Repayment of Sponsor convertible notes and Sponsor promissory note	0.0		0.0
Repurchases of membership units	(0.1)		0.0
Tax distributions associated with membership interests	0.0		(0.1)
Purchase of additional equity interest in Nexeo Plaschem	0.0		(34.3)
Proceeds from short-term debt	20.9		36.9
Repayment of short-term debt	(17.1)		(47.6)
Proceeds from issuance of long-term debt	292.1		494.3
Repayment of long-term debt and capital lease obligations	(417.3)		(514.6)
Repayment of Predecessor long-term debt	0.0		0.0
Cash paid for debt issuance costs	0.0		0.0
Net cash used in financing activities	(121.5)		(65.4)
Effect of exchange rate changes on cash and cash equivalents	0.3		(1.8)
Increase (decrease) in cash and cash equivalents	(63.4)		0.8
Cash and cash equivalents at the beginning of the period	127.7	$ 127.7	88.2
Cash and cash equivalents at the end of the period	64.3		89.0
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	32.9		39.6
Cash paid during the period for taxes	3.4		4.0
Supplemental disclosure of non-cash operating activities:
Non-cash payment of deferred underwriting fees	0.0		0.0
Supplemental disclosure of cash flow information:
Non-cash capital expenditures, including capital leases	$ 16.5		$ 2.3

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Basis of Presentation and Nature of Operations

9 Months Ended

Jun. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Nature of Operations

Basis of Presentation and Nature of Operations

Basis of Presentation

Nexeo Solutions, Inc. (together with its subsidiaries, the “Company”) is the result of the business combination between WLRH and Holdings.  WLRH was incorporated in Delaware on March 24, 2014 and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. WLRH completed its IPO in June 2014, raising approximately $500.0 million in cash proceeds. WLRH neither engaged in any operations nor generated any revenue prior to the Business Combination.

On the Closing Date, WLRH and Holdings consummated the Business Combination, pursuant to the Merger Agreement. In connection with the closing of the Business Combination, WLRH changed its name from “WL Ross Holding Corp.” to “Nexeo Solutions, Inc.” and changed the ticker symbol for its common stock on NASDAQ from “WLRH” to “NXEO”.

WLRH was identified as the acquirer for accounting purposes and Holdings was identified as the acquiree and accounting predecessor.  The Company’s financial statement presentation distinguishes a “Predecessor” for the periods prior to the Closing Date.  WLRH, which includes Holdings for periods subsequent to the Business Combination, was subsequently renamed Nexeo Solutions, Inc. and is the “Successor” for periods after the Closing Date. The acquisition was accounted for as a business combination using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting for the assets and liabilities of Holdings that is based on the fair value of net assets acquired and liabilities assumed.  See Note 3 for further discussion of the Business Combination.  As a result of the application of the acquisition method of accounting as of the Closing Date, the condensed consolidated financial statements for the Predecessor period and for the Successor period are presented on a different basis and are, therefore, not comparable.

On the Closing Date, the Company’s Board of Directors approved a change in WLRH’s fiscal year-end from December 31 to September 30.  As a result of this change and the Business Combination, the condensed consolidated financial statements presented within this 10-Q include the transition period from October 1, 2015 through June 30, 2016.

The Successor periods in the condensed consolidated financial statements as of June 30, 2016 and for the three and nine months ended June 30, 2016 includes 22 days (June 9, 2016 through June 30, 2016) of the combined operating results, as well as the full three and nine months ended June 30, 2016 of WLRH’s operating results, which reflect its financial activity including transaction costs and equity structure changes in preparation of the consummation of the Business Combination. Operating results during the three and nine months ended June 30, 2015 for WLRH were not significant or meaningful and therefore are not presented in the condensed consolidated statements of operations. Operating results for the Predecessor for the three and nine months ended June 30, 2015 are presented as they are reflective of the ongoing operations of the acquired business.

           The Predecessor periods in the condensed consolidated financial statements represent the operating results of Holdings and its subsidiaries prior to the Business Combination.

           The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the rules and regulations of the SEC.  As such, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as disclosed herein) considered necessary for a fair statement have been included.  Results of operations for the periods presented herein are not necessarily indicative of results to be expected for the fiscal year ending 2016.  Financial data presented herein should be read in conjunction with the information included in or incorporated by reference into the Company’s Form 8-K filed on June 15, 2016 and Form 8-K/A filed on June 15, 2016.

           The consolidated financial data as of September 30, 2015 presented in these unaudited condensed consolidated financial statements were derived from the Predecessor’s audited consolidated financial statements, but do not include all disclosures required by U.S. GAAP.

Nature of Operations

The Company is a global distributor of chemicals products in North America and Asia and plastics products in North America, EMEA and Asia. In connection with the distribution of chemicals products, the Company provides value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development.  The Company also provides environmental services, including waste collection, recovery and arrangement for disposal services and recycling in North America, primarily in the U.S., through its Environmental Services line of business. The Predecessor was a distributor of composites products in North America until July 1, 2014, when these operations were sold and as a result, activity associated with these operations is reflected as discontinued operations for all periods presented.

The Company connects a network of approximately 1,300 suppliers with a diverse base of approximately 27,500 customers. The Company offers its customers products used in a broad cross-section of end markets including household, industrial and institutional, lubricants, performance coatings (including architectural coatings, adhesives, sealants and elastomers), automotive, healthcare, personal care, oil and gas and construction. The Company distributes approximately 23,000 products into over 80 countries through a supply chain consisting of approximately 170 owned, leased or third-party warehouses, rail terminals and tank terminals globally. The Company has a private fleet of over 1,000 units, including tractors and trailers, primarily located in North America.

The Company currently employs approximately 2,550 employees globally.

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Significant Accounting Policies and Recent Accounting Pronouncements

9 Months Ended

Jun. 30, 2016

Accounting Policies [Abstract]

Significant Accounting Policies and Recent Accounting Pronouncements

Significant Accounting Policies and Recent Accounting Pronouncements

Significant Accounting Policies

The Predecessor’s significant accounting policies are substantially the same as those of the Company presented below.

Principles of Consolidation

The accompanying condensed consolidated financial statements include all the accounts of the Company and all wholly-owned subsidiaries in which it maintains control. Significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates, Risks, and Uncertainties

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include:

• the fair value of assets acquired and liabilities assumed in a business combination;

• the assessment of recoverability of long lived assets, including property and equipment, goodwill and intangible assets, income taxes, reserves and environmental remediation;

• the estimated useful lives of intangible and depreciable assets;

• the grant date fair value of equity-based awards;

• the recognition, measurement and valuation of current and deferred income taxes;

• the recognition and measurement of contingent consideration related to the TRA liability; and

• the recognition and measurement of contingent consideration related to the Deferred Cash Consideration.

Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions.

The Company’s financial instruments exposed to concentration of credit risk consist primarily of cash and cash equivalents. Although the Company deposits cash with multiple banks, these deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may generally be redeemed upon demand and bear minimal risks.

No single customer accounted for more than 10.0% of revenues for any line of business, or on a consolidated basis, for each of the periods reported. The Company has two suppliers that each account for between 10% and 13% of consolidated purchases for the Successor and Predecessor periods in the current fiscal year. In the prior fiscal periods presented, the Predecessor had one supplier that accounted for approximately 13% of consolidated purchases.

Cash and Cash Equivalents

All highly liquid temporary investments with original maturities of three months or less are considered to be cash equivalents.

Accounts and Notes Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded net of discounts and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers and generally does not require collateral from its customers. The Company’s accounts receivable in the U.S. and Canada are collateral under the New Credit Facilities.

The Company records an allowance for doubtful accounts as a best estimate of the amount of probable credit losses for accounts receivable. On a recurring basis, the Company reviews this allowance and considers factors such as customer credit, past transaction history with the customer and changes in customer payment terms when determining whether the collection of a receivable is reasonably assured. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Receivables are charged off against the allowance for doubtful accounts when it is probable a receivable will not be recovered.

Certain customers of Nexeo Plaschem are allowed to remit payment during a period of time ranging from 30 days up to nine months. These notes receivables, which are supported by banknotes issued by large banks in China on behalf of these customers, are included in Accounts and notes receivable on the Company's condensed consolidated balance sheets and totaled $7.0 million at June 30, 2016 for the Successor and $4.5 million at September 30, 2015 for the Predecessor, respectively.

The allowance for doubtful accounts was $0.1 million at June 30, 2016 for the Successor and $3.8 million at September 30, 2015 for the Predecessor. Bad debt expense, a component of Selling, general and administrative expenses in the condensed consolidated statements of operations, totaled $0.1 million for the three and nine months ended June 30, 2016 for the Successor, $0.1 million and $1.2 million for the periods from April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and net recoveries of $0.4 million and expenses of $0.3 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively.

Inventories

Inventories are carried at the lower of cost or market using the weighted average cost method. The Company’s inventories in the U.S. and Canada are collateral under the New Credit Facilities.

Goodwill and Intangibles

The Company had goodwill of $693.4 million at June 30, 2016 associated with the Business Combination. The Predecessor had goodwill of $373.7 million at September 30, 2015 resulting from previous acquisitions. The purchase consideration of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The estimated fair values are determined after review and consideration of relevant information including discounted cash flows, quoted market prices and estimates made by management. To the extent that the purchase consideration exceeds the fair value of the net identifiable tangible and intangible assets acquired, such excess is allocated to goodwill.

The Company had other intangible assets, net of amortization, of $216.2 million at June 30, 2016 consisting of customer relationships and the trade name. These intangible assets are amortized on a straight-line basis over their estimated useful lives, including customer relationships which are amortized over 12 years and the trade name is amortized over four years. The Predecessor had other intangible assets, net of amortization, of $111.4 million at September 30, 2015 consisting of leasehold improvements, customer-related intangibles, supplier-related intangibles, non-compete agreements and certain trademarks and trade names.

Property, Plant and Equipment

Property, plant and equipment includes plants and buildings, machinery and equipment and software and computer equipment. Property, plant and equipment acquired or constructed in the normal course of business are initially recorded at cost. Property and equipment acquired in business combinations are initially recorded at their estimated fair value. Property, plant and equipment are depreciated by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their economic useful life or their lease term. The range of useful lives used to depreciate property, plant and equipment is as follows:

	Successor	Predecessor
	Estimated Useful Lives (years)	Estimated Useful Lives (years)
Plants and buildings	5-35	5-35
Machinery and equipment	2-30	2-30
Software and computer equipment	3-10	3-10

Repairs and maintenance expenditures that do not extend the useful life of the asset are charged to expense as incurred. Major expenditures for replacements and significant improvements that increase asset values or extend useful lives are capitalized. The carrying amounts of assets that are sold or retired and the related accumulated depreciation are removed from the accounts in the year of disposal, and any resulting gain or loss is reflected in the condensed consolidated statements of operations.

Leases

The Company leases certain property, plant and equipment in the ordinary course of business. The leases are classified as either capital leases or operating leases. Assets under capital leases are included in Property, plant and equipment, net in the condensed consolidated balance sheets and are depreciated over the lesser of the lease term or the useful life of the assets. Capital lease obligations are included in Short-term borrowings, current portion of long-term debt and capital lease obligations and Long-term debt and capital lease obligations, less current portion, net in the condensed consolidated balance sheets. Generally, lease payments under capital leases are recognized as interest expense and a reduction of the capital lease obligations. Lease payments under operating leases are recognized as an expense in the condensed consolidated statements of operations on a straight-line basis over the lease term.

Impairment of Goodwill and Other Long-lived Assets

Goodwill.  Goodwill is tested for impairment annually as of March 31 and whenever events or circumstances make it more likely than not that an impairment may have occurred. Goodwill is reviewed for impairment at the reporting unit level, which is defined as operating segments or groupings of businesses one level below the operating segment level. The Company’s operating segments are the same as the reporting units used in its goodwill impairment test. Goodwill is tested for impairment by comparing the estimated fair value of a reporting unit, determined using a market approach if market prices are available or alternatively, a discounted cash flow model, with its carrying value. The annual evaluation of goodwill requires the use of estimates about future operating results, valuation multiples and discount rates of each reporting unit to determine their estimated fair value. Changes in these assumptions can materially affect these estimates. Once an impairment of goodwill has been recorded, it cannot be reversed. No goodwill impairment was recognized during any of the periods presented.

Other Long-Lived Assets. Property, plant and equipment and other intangibles with definite lives are tested for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. When an impairment test is performed and the undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset. The factors considered by management in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors.

Debt Issuance Costs

Costs associated with the revolving credit facility are recorded as debt issuance costs, which are included in Other non-current assets in the condensed consolidated balance sheets and are being amortized as interest expense over the contractual lives of the related agreements. Costs associated with non-revolving debt facilities are recorded as a reduction of the long-term debt, and are amortized as interest expense over the contractual lives of the related agreements. See Notes 4 and 7.

Commitments, Contingencies and Environmental Costs 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Gain contingencies are not recorded until management determines it is certain that the future event will become or is realized.

Liabilities for environmental remediation costs are recognized when environmental assessments or remediation are probable and the associated costs can be reasonably estimated. Generally, the timing of these provisions coincides with the commitment to a formal plan of action or, if earlier, the divestment or closure of the relevant sites. The amount recognized reflects management’s best estimate of the expenditures expected to be required. Actual environmental expenditures that relate to current or future revenues are expensed or capitalized as appropriate. Actual expenditures that relate to an existing condition caused by past operations and that do not impact future earnings are expensed. 

Ashland agreed to retain known environmental remediation liabilities and other environmental remediation liabilities for releases of hazardous materials occurring prior to March 31, 2011, which Ashland received notice prior to March 31, 2016. See Note 13.

Earnings or Loss per Share of Successor

Basic EPS which excludes dilution, is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common shares and the proceeds from such activities, if any, were used to acquire shares of common stock at the average market price during the reporting period. During a net loss period, the assumed exercise of in-the-money stock options and unvested stock has an anti-dilutive effect, and therefore such potential shares are excluded from the diluted EPS computation.

Per share information is based on the weighted average number of common shares outstanding during each period for the basic computation and, if dilutive, the weighted average number of potential common shares resulting from the assumed conversion of outstanding stock options, unvested stock and unvested stock units for the diluted computation.

For both the three and nine months ended June 30, 2016, there were 12,476,250 Founder Shares that were not included in the computation because market conditions were not yet satisfied and 1,547,500 PSU awards that were not included in the computation of diluted shares outstanding because performance targets and/or market conditions were not yet met for these awards. Diluted shares outstanding also did not include 25,012,500 shares based on the exercise of 50,025,000 outstanding out-of-the-money warrants as their impact on the Company’s net loss is anti-dilutive for both the three and nine months ended June 30, 2016.

The Predecessor was organized as a limited liability company, therefore EPS for the predecessor periods was not applicable.

Concentrations of Credit Risk

All of the Company’s financial instruments involve elements of credit and market risk. The most significant portion of this credit risk relates to nonperformance by counterparties. To manage counterparty risk associated with financial instruments, the Company selects and monitors counterparties based on its assessment of their financial strength and on credit ratings, if available.

Foreign Currency

The reporting currency of the Company is the U.S. dollar. With few exceptions, the local currency is the functional currency for the Company's foreign subsidiaries. In consolidating the results of operations, income and expense accounts are translated into U.S. dollars at average exchange rates in effect during the period and asset and liability accounts are translated at period-end exchange rates. Translation gains or losses are recorded in the foreign currency translation component in Accumulated other comprehensive income (loss) in shareholders’ equity and are included in net earnings only upon sale or liquidation of the underlying foreign subsidiary or affiliated company.

Transactions undertaken in currencies other than the functional currency of a subsidiary are translated using the exchange rate in effect as of the transaction date and give rise to foreign currency transaction gains and losses. Foreign currency transaction gains and losses are recorded as a component of Selling, general and administrative expenses. Net foreign currency transaction losses from various currencies were $0.4 million for the three and nine months ended June 30, 2016 for the Successor. Net foreign currency transaction losses were $1.3 million and $1.6 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and $0.3 million and $0.9 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively.

Revenue Recognition

Revenues are recognized when persuasive evidence of an arrangement exists, products are shipped and title is transferred or services are provided to customers, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for product sales is recognized at the time title and risk of loss transfer to the customer, based on the terms of the sale. For products delivered under the Company’s standard shipping terms, title and risk of loss transfer when the product is delivered to the customer’s delivery site. For sales transactions designated Freight on Board shipping point, the customer assumes risk of loss and title transfers at the time of shipment. Deferred revenues may result from (i) delivery delays for products delivered under the Company’s standard shipping terms or (ii) from other arrangements with its customers. Sales are reported net of tax assessed by qualifying governmental authorities.

The Company is generally the primary obligor in sales transactions with its customers, retains inventory risk during transit and assumes credit risk for amounts billed to its customers. Accordingly, the Company recognizes revenue primarily based on the gross amount billed to its customers. In sales transactions where the Company is not the primary obligor and does not retain inventory risk, the Company recognizes revenue on a net basis by recognizing only the commission the Company retains from such sales and including that commission in sales and operating revenues in the condensed consolidated statements of operations.

Consistent with industry standards, the Company may offer volume-based rebates to large customers if the customer purchases a specified volume with the Company over a specified time period. The determination of these rebates at an interim date involves management judgment. As a result, the Company’s revenues may be affected if a customer earns a rebate toward the end of a year that the Company had not expected or if its estimate of customer purchases are less than expected. The Company has the experience and access to relevant information that the Company believes are necessary to reasonably estimate the amounts of such deductions from gross revenues. The Company regularly reviews the information related to these estimates and adjusts its reserves accordingly if and when actual experience differs from previous estimates. The Company recognizes the rebate obligation as a reduction of revenue based on its estimate of the total volume of purchases from a given customer over the specified period of time. Customer rebates totaled $0.6 million for the three and nine months ended June 30, 2016 for the Successor. Customer rebates totaled $1.1 million and $4.0 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor and $1.1 million and $3.9 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively.  Customer rebates due to customers were $3.6 million at June 30, 2016 for the Successor and $4.0 million at September 30, 2015 for the Predecessor.  These payables are included in Accrued expenses and other liabilities in the condensed consolidated balance sheets.

Supplier Rebates

Certain of the Company's vendor arrangements provide for purchase incentives based on the Company achieving a specified volume of purchases. The Company records the volume-based purchase incentives as a reduction of inventory costs (and related cost of sales) based on its purchases to date and its estimates of purchases for the remainder of the calendar year. The Company receives these incentives in the form of rebates that are payable only when the Company's purchases equal or exceed the relevant calendar year target. Supplier rebates are recorded as a reduction of inventory costs and accrued as part of cost of sales for products sold based on progress towards earning the supplier rebates, taking into consideration cumulative purchases of inventory to date and projected purchases through the end of the applicable calendar year. Supplier rebates totaled $0.5 million for the three and nine months endedJune 30, 2016 for the Successor. Supplier rebates totaled $1.8 million and $6.5 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and $3.4 million and $11.2 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively. Supplier rebates due to the Company were $2.4 million at June 30, 2016 for the Successor and $3.4 million at September 30, 2015 for the Predecessor. These receivables are included in Accounts and notes receivable in the condensed consolidated balance sheets.

Shipping and Handling

All shipping and handling amounts billed to customers are included in revenues. Costs incurred related to the shipping and handling of products are included in cost of sales.

Expense Recognition

Cost of sales include material and production costs, as well as the costs of inbound and outbound freight, purchasing and receiving, inspection, warehousing, internal transfers and all other distribution network costs. Selling, general and administrative expenses include sales and marketing costs, advertising, research and development, customer support, environmental remediation and administrative costs. Because products and services are generally sold without any extended warranties, liabilities for product warranties are not significant. There were no material advertising expenses for each of the three and nine months ended June 30, 2016 for the Successor. Advertising expenses totaled $0.5 million and $1.3 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and $0.4 million and $1.7 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively. There were no material research and development expenses incurred during any of the periods presented.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The provision for income taxes includes income taxes paid, currently payable or receivable, and those deferred. 

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of the net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

The Predecessor was organized as a limited liability company and was taxed as a partnership for U.S. income tax purposes. As such, with the exception of a limited number of state and local jurisdictions, the Predecessor was not subject to U.S. income taxes. Accordingly, the members of the Predecessor reported their share of the Predecessor’s taxable income on their respective U.S. federal tax returns. The Predecessor’s sole active U.S. corporate subsidiary, Sub Holding, was subject to tax at the entity level in the U.S. The net earnings for financial statement purposes differed from taxable income reportable by the Predecessor to the members as a result of differences between the tax basis and financial reporting basis of certain assets and liabilities and other factors. The Predecessor was required to make quarterly distributions to members to fund their tax obligations, if any, attributable to the Predecessor’s taxable income. In some jurisdictions, the Predecessor made such distributions in the form of tax payments paid directly to the taxing authority on behalf of its members. Controlled foreign corporations are subject to tax at the entity level in their respective jurisdictions.

Due to related party pursuant to Contingent Consideration Obligations

As described in Note 3, as part of the consideration for the Business Combination, the Company entered into the TRA and agreed to pay the Deferred Cash Consideration pursuant to the Merger Agreement.   The Company’s obligation for these contingent consideration amounts was initially measured at fair value as of the Closing Date.  The Company’s contingent consideration liabilities are required to be recorded at fair value as of the end of each reporting period with any changes in fair value recorded in operating income. Changes in the estimates and inputs used in determining the fair value of the contingent consideration could have a material impact on the amounts recognized.

Share-Based Compensation

The Company accounts for share-based compensation expense for equity instruments granted in exchange for employee and director services. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the vesting period of the equity award grant.

The Company’s PSU awards contain both market and performance-based conditions. At the grant date, market conditions are incorporated into the fair value measurement using a Monte Carlo simulation model under the assumptions that performance-based conditions are met and not met. The Company then determines the probability that performance-based conditions will be met and incorporates this into the grant date fair value of the award.

The compensation cost for the PSU awards is amortized over the vesting period on a straight-line basis, net of estimated forfeitures. Forfeiture rates are estimated based on consideration of historical forfeitures of the Predecessor’s actual forfeitures of its share-based compensation awards and a peer group of companies.

Recent Accounting Pronouncements Adopted

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and an entity should apply existing guidance in Topic 718, Compensation-Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The Company adopted these amendments on January 1, 2016, which did not have a material impact on the Company’s financial position or results of operations.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement for an acquirer to retrospectively adjust provisional amounts recorded in a business combination to reflect new information about the facts and circumstances that existed as of the acquisition date and that, if known, would have affected measurement or recognition of amounts initially recognized. The amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The Company adopted this standard during the three months ended June 30, 2016. Any future adjustments to the amounts initially recognized for assets and liabilities acquired as a result of the Business Combination will be recognized in the period in which they are identified.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU requires an entity to classify all deferred tax assets and liabilities as noncurrent. These amendments are effective for fiscal years beginning after December 15, 2016 and interim periods within those years and early adoption is permitted. The Company adopted this standard during the three months ended June 30, 2016 on a prospective basis and its adoption did not have a material impact on the Company’s financial position or results of operations, or on the Predecessor’s financial position or results of operations for the periods presented.

In April and August 2015, the FASB issued ASU No. 2015-03 and ASU No. 2015-15, “Interest-Imputation of Interest,” respectively, to simplify the presentation of debt issuance costs. These amendments require debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the debt liability. The FASB clarified that debt issuance costs related to line-of-credit arrangements can be presented as an asset and amortized over the term of the arrangement. The Company adopted these amendments on January 1, 2016 on a retrospective basis. As a result, the Predecessor financial statements have been adjusted to reclassify $9.1 million of debt issuance costs from Other non-current assets and into Long-term debt and capital lease obligations, less current portion, net on the condensed consolidated balance sheets as of September 30, 2015.

New Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606). The amendments in this ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition and require that revenue be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-9 for all entities by one year. These amendments will be effective in annual reporting periods beginning after December 15, 2017 including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016 including interim reporting periods within that reporting period. The Company is in the process of evaluating the provisions of this ASU and assessing the potential effect on the Company’s financial position or results of operations.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in this ASU require an entity to measure inventory at the lower of cost or net realizable value, whereas guidance previously required an assessment of market value of inventory, with different possibilities as to determining market value. This ASU is effective for fiscal years beginning after December 15, 2016 and interim periods within those years and early adoption is permitted. The Company is in the process of evaluating the provisions of the ASU, but does not expect it to have a material effect on the Company’s financial position or results of operations.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU (i) requires all equity investments in unconsolidated entities other than those measured using the equity method of accounting, to be measured at fair value through earnings; (ii) when the fair value option has been elected for financial liabilities, requires that changes in fair value due to instrument specific credit risk be recognized separately in other comprehensive income and accumulated gains and losses due to these changes and will be reclassified from accumulated other comprehensive income to earnings if the liability is settled before maturity; and (iii) amends certain fair value disclosure provisions related to financial instruments carried at amortized cost. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted. The Company is in the process of evaluating the provisions of the ASU and assessing the potential effect on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires all leases with terms greater than 12 months, whether finance or operating, to be recorded on the balance sheet, reflecting a liability to make lease payments and a right-to-use asset representing the right to use the underlying asset for the lease term. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will not significantly change from current GAAP. These amendments are effective for the reporting periods beginning after December 15, 2018 with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company is in the process of evaluating the potential effects of this standard and believes it may have a significant impact on its consolidated financial statements due, in part, to its substantial number of operating lease obligations.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The updated guidance simplifies several aspects of accounting for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. This ASU is effective for interim and annual reporting periods beginning after December 15, 2016. The Company is in the process of evaluating the provisions of this ASU and assessing the potential effect on the Company’s financial position and results of operations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.  This ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  Forward-looking information will now be used to better inform credit loss estimates.  The amendments in this ASU are effective for fiscal years beginning December 15, 2020 including interim periods within those years.  Early adoption is permitted.  The Company is currently in the process of evaluating the provisions of this ASU, and assessing the potential effect on the Company’s financial position or results of operations.

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Business Combination

9 Months Ended

Jun. 30, 2016

Business Combinations [Abstract]

Business Combination

Business Combination

On June 9, 2016, the Company consummated the Business Combination pursuant to the Merger Agreement, whereby WLRH acquired Holdings (including the portion of Holdings held by Blocker) through a series of two mergers. As a result of the transactions contemplated by the Merger Agreement, Holdings and Blocker became wholly-owned subsidiaries of WLRH.

The estimated purchase consideration for the Business Combination was as follows:

Cash	$	424.9
Less: cash acquired	(64.3		)
Equity(1)	276.7
Founder Shares transferred to Selling Equityholders(1)	30.2
Contingent consideration - Fair value of Deferred Cash Consideration	49.6
Contingent consideration - Fair value of TRA	94.9
Total purchase consideration(2)	$	812.0

⁽¹⁾ See Note 11.

⁽²⁾ In addition to the total purchase consideration above, the Company assumed the outstanding indebtedness of the Predecessor, including related accrued interest through the Closing Date, totaling $774.3 million. The proceeds of the New Credit Facilities were used to repay such indebtedness and accrued interest immediately following the consummation of the Business Combination.

The total purchase consideration described above is preliminary and subject to finalization of fair value assessment for the contingent consideration liabilities. Additionally, the total purchase consideration is subject to completion of the final working capital adjustment, which is expected to be completed within 75 days after the Closing Date.

Contingent Consideration - Deferred Cash Consideration

The contingent consideration associated with the Deferred Cash Consideration willbe an amount in cash equal to the prevailing price of the Company’s common stock at the time that the Company pays such deferred cash payment multiplied by the number of Excess Shares.  Certain circumstances require the Company to pay all or a portion of the Deferred Cash Consideration to the Selling Equityholders, where such cash amount is calculated as set forth in the Merger Agreement, including (i) where the volume weighted average trading price of the Company’s common stock for any period of 20 trading days in any 30 trading day period exceeds $15.00 per share, and (ii) if any Excess Shares remain on June 30, 2021. In such circumstances, the Company alternatively has the option to conduct offerings of common stock at least equal to the number of any remaining Excess Shares at that time, and remit the gross proceeds thereof (less any underwriting discounts and commissions) to the Selling Equityholders. However, to the extent the number of shares issued in such offerings does not equal the full amount of Excess Shares remaining at the time of the offering, the Company’s obligations with respect to any remaining Excess Shares, including the obligation to continue to complete any necessary additional offerings, shall continue. In order to estimate the fair value of the Deferred Cash Consideration, the Company estimates the value of the Excess Shares using a Monte Carlo simulation model.

Contingent Consideration - TRA

Concurrent with the completion of the Business Combination, the Company incurred the liability for the contingent consideration related to the TRA, which reflects amounts owed to the Selling Equityholders. This liability generally provides for the payment by the Company to the Selling Equityholders of 85% of the net cash savings, if any, in U.S. federal, state and local income taxes that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing Date as a result of (i) certain increases in tax basis resulting from the Company Merger, (ii) certain tax attributes of Holdings existing prior to the Mergers, (iii) net operating losses and certain other tax attributes of Blocker available to the Company as a result of the Blocker Merger and (iv) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, payments the Company makes under the TRA. The Company will retain the benefit of the remaining 15% of the net cash savings, if any. The Company estimated the fair value of the TRA liability based on a discounted cash flow model which incorporates assumptions of projected taxable income, projected income tax liabilities and an estimate of tax benefits expected to be realized as a result of the Business Combination. The estimated fair value of the TRA liability as of the Closing Date was $94.9 million. The undiscounted cash flows associated with the TRA liability were estimated to be between $190.0 million and $230.0 million over the time period during which the tax benefits are expected to be realized, currently estimated at over 20 years.

The amount and timing of any payments due under the TRA will vary depending upon a number of factors, including the amount and timing of the taxable income the Company generates in the future and the U.S. federal, state and local income tax rates then applicable. In addition, payments made under the TRA will give rise to additional tax benefits for the Company and therefore to additional potential payments due under the TRA. The term of the TRA commenced upon the consummation of the Mergers and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless the Company exercises its right to terminate the TRA early. If the Company elects to terminate the TRA early, its obligations under the TRA would accelerate and it generally would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the TRA, calculated in accordance with certain valuation assumptions set forth in the TRA.

The liabilities related to the Deferred Cash Consideration and the TRA are included in Due to related party pursuant to contingent consideration obligations on the Company’s condensed consolidated balance sheets.

Preliminary Purchase Consideration Allocation

The Business Combination is accounted for under the acquisition method, which requires the Company to perform an allocation of the purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase consideration over the estimated fair values is recorded as goodwill. The following table summarizes the Company’s preliminary allocation of the purchase consideration to assets acquired and liabilities assumed at the acquisition date:

	Preliminary Purchase Consideration Allocation
Accounts receivable	$	470.0
Inventory	328.5
Other current assets	24.5
Property, plant and equipment	339.5
Customer-related intangible	197.0
Trade name	20.5
Other non-current assets	3.3
Deferred tax assets	1.2
Goodwill	695.6
Total assets acquired	2,080.1
Short-term borrowings and current portion of capital leases	40.6
Accounts payable	338.0
Other current liabilities	52.7
Long-term portion of capital leases	23.0
Long-term debt	767.3
Deferred tax liability	41.3
Other non-current liabilities	5.2
Total liabilities assumed	1,268.1
Net assets acquired	$	812.0

The total purchase consideration and the related purchase consideration allocation above are preliminary as the Company has not yet completed all the necessary fair value assessments, including the assessments of property, plant and equipment, intangibles, contingent consideration and the related tax impacts on these items. Any changes within the measurement period in the estimated fair values of the assets acquired and liabilities assumed and the working capital adjustments may change the amount of the purchase consideration allocable to goodwill. The fair value and related tax impact assessments are to be completed within twelve months of the Closing Date, and could have a material impact on the components of the total purchase consideration and the purchase consideration allocation.

Transaction costs incurred by the Company associated with the Business Combination were $15.9 million and $18.0 million for the three and nine months ended June 30, 2016 for the Successor, respectively. The Company also incurred a total of $25.3 million of debt issuance costs related to the New Credit Facilities in connection with the consummation of the Business Combination.

Transaction costs incurred by the Predecessor associated with the Business Combination were $26.1 million and $33.4 million for the period from April 1, 2016 through June 8, 2016 and the period from October 1, 2015 through June 8, 2016, respectively.

A summary and description of the acquired assets and assumed liabilities fair valued in conjunction with applying the acquisition method of accounting follows:

Accounts Receivable

Accounts receivable consists of receivables related to the customers of the acquired business, as well as various other miscellaneous receivables. The accounts receivable and other miscellaneous receivables were recorded at their approximate fair value based on expected collections of the Predecessor. Accordingly, accounts receivable included a fair value adjustment of $4.2 million to reduce gross receivables to their net value after consideration of expected uncollectable amounts at the Closing Date.

Inventory

Inventory consists primarily of finished products to be distributed to the acquired business’s customers. The fair value of inventory was established through application of the income approach, using estimates of selling prices and costs such as selling and marketing expenses to be incurred in order to dispose of the finished products and arriving at the future profitability that is expected to be generated once the inventory is sold (net realizable value). The inventory fair value step up of $13.8 million will be recognized in income as the inventory is sold, which is expected to be within two months of the Closing Date. The Company recognized $6.9 million of the inventory fair value step up during the three months ended June 30, 2016, which is included in Cost of sales and operating expenses in the condensed consolidated statement of operations.

Other Current Assets

Other current assets consist primarily of prepaid expenses, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value.

Property, Plant and Equipment

Property, plant and equipment consists primarily of: 42 owned distribution locations in the United States, Puerto Rico and Canada; 11 leased locations in the United States, Canada, Puerto Rico, Mexico, Europe and China (excluding third-party operated warehouses); office equipment and other similar assets used in the Predecessor's operations. The preliminary allocation of the purchase consideration for property, plant and equipment was based on the fair market value of such assets determined using the cost approach. The cost approach consisted of estimating the fixed assets’ replacement cost less all forms of depreciation. The fair value of land was determined using the comparable sales approach. The fair value adjustment to property, plant and equipment was $107.3 million.

Customer-Related Intangible

Customer relationships were valued through the application of the income approach. Under this approach, revenue, operating expenses and other costs associated with existing customers were estimated in order to derive cash flows attributable to the existing customer relationships. The resulting estimated cash flows were then discounted to present value to arrive at the fair value of existing customer relationships as of the valuation date. The value associated with customer relationships will be amortized on a straight-line basis over a 12-year period, which represents the approximate point in the projection period in which a majority of the asset’s cash flows are expected to be realized based on assumed attrition rates. The Company recognized $197.0 million for these intangible assets as part of the preliminary purchase consideration allocation.

Trade Name

The Nexeo trade name was valued through application of the income approach, involving the estimation of likely future sales and an estimated royalty rate reflective of the rate that a market participant would pay to use the Nexeo name. The fair value of this asset will be amortized on a straight-line basis over a period of four years, estimated based on the period in which the Company expects a market participant would use the name prior to rebranding and the length of time the name would be expected to maintain recognition and value in the marketplace. The Company recognized $20.5 million for this intangible asset as part of the preliminary purchase consideration allocation.

Other non-current assets

Other non-current assets acquired represents certain long-term deposits, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value.

Goodwill

Goodwill represents the excess of the total purchase consideration over the fair value of the underlying net assets acquired, largely arising from the workforce and extensive efficient distribution network that has been established by the acquired business. Of the total amount of goodwill recognized as part of the preliminary purchase consideration allocation above, the Company expects approximately $284.6 million to be deductible for tax purposes.

Short-term borrowings and current portion of capital leases.

Short-term borrowings and current portion of capital leases includes short term borrowings of Nexeo Plaschem and the current portion of capital leases, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value.

Accounts Payable

Accounts payable represent short-term obligations owed to the vendors of the acquired business, which were assumed in the Business Combination. These obligations did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value.

Other Current Liabilities

Other current liabilities represent primarily accrued expenses, including accrued payroll, accrued interest on long-term debt, certain accrued taxes and various other liabilities arising out of the normal operations of the acquired business. The majority of these liabilities did not have a fair value adjustment because their carrying value approximated fair value. However, no fair value was recognized for certain recorded liabilities that did not meet the definition of a liability under the acquisition method of accounting.

Long-term Portion of Capital Leases

The long-term portion of capital leases includes the non-current portion of capital leases for machinery and equipment, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value.

Long-term Debt

Long-term debt represents the outstanding principal balance at the Closing Date of the Predecessor Term Loan Facility and the Notes which did not have a fair value adjustment as part of acquisition accounting since the carrying value approximated fair value.

Deferred Taxes

Deferred tax assets and liabilities are attributable to the difference between the estimated fair values allocated to inventory, property, plant and equipment and identified intangibles acquired for financial reporting purposes and the amounts determined for tax reporting purposes and give rise to temporary differences.  The deferred tax assets and liabilities will reverse in future periods or have reversed as the related tangible and intangible assets are amortized, acquired inventory is sold, or if goodwill is impaired.

Impact of the Business Combination on the Company’s Consolidated Financial Information

For the three and nine months ended June 30, 2016, the Company’s consolidated sales and operating revenues and net loss include $214.3 million and $1.4 million, respectively, related to the operations of the acquired business since the closing date of the Business Combination.

Consolidated Pro Forma Financial Information

The consolidated pro forma results presented below include the effects of the Business Combination as if they had occurred as of the beginning of the previous fiscal year, or October 1, 2014.  The consolidated pro forma results reflect certain adjustments related to this acquisition, primarily the amortization expense associated with estimates for the acquired intangible assets, inventory adjustments to fair value, depreciation expense based on the new fair value of property, plant and equipment, transaction costs, interest expense and income taxes.

The consolidated pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the Business Combination been completed on October 1, 2014.

	Three Months Ended June 30, 2016		Nine Months Ended   June 30, 2016		Three Months Ended   June 30, 2015		Nine Months Ended   June 30, 2015
Sales and operating revenues	$	864.5	$	2,554.4	$	988.8	$	3,019.3
Operating income (loss)	21.4		54.8		24.6		(28.1		)
Net income (loss) from continuing operations	6.6		14.9		13.8		(35.7		)
Net income (loss)	6.6		15.0		13.8		(36.4		)
Basic and diluted net income (loss) per share	0.09		0.19		0.18		(0.47		)

For all periods presented above, the basic and diluted net income (loss) per share amounts were computed using weighted average shares outstanding of 76,746,168, which assumes all shares issued as a result of the Business Combination would have been issued on October 1, 2014. There were 12,476,250 Founder Shares not included in the basic or diluted computations because market conditions are assumed to be not satisfied. Additionally, 1,547,500 PSU awards were not included in the computation of diluted shares outstanding because performance targets and/or market conditions are assumed not to have been met for these awards. Diluted shares outstanding also did not include 25,012,500 shares based on the exercise of 50,025,000 warrants because the warrants were out-of-the-money and their impact on the pro forma net income (loss) for all periods presented.

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Certain Balance Sheet Information

9 Months Ended

Jun. 30, 2016

Certain Balance Sheet Information [Abstract]

Certain Balance Sheet Information

Certain Balance Sheet Information

Cash and Cash Equivalents

Cash and cash equivalents were $38.6 million as of June 30, 2016 for the Successor and $127.7 million as of September 30, 2015 for the Predecessor. These amounts included the following:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Cash held by foreign subsidiaries	$	35.4	$	54.1
Non-U.S. dollar denominated currency held by foreign subsidiaries	$	33.0	$	45.0
Currency denominated in RMB	$	8.9	$	4.7

Non-U.S. dollar denominated currency held by foreign subsidiaries was primarily in euros and RMB. While the RMB is convertible into U.S. dollars, foreign exchange transactions are subject to approvals from SAFE. The Company does not anticipate any significant adverse impact to overall liquidity from restrictions on cash and cash equivalents.

Inventories

Inventories at June 30, 2016 and September 30, 2015 consisted of the following:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Finished products	$	317.2	$	320.9
Supplies	4.3		4.2
Total	$	321.5	$	325.1

The Company’s inventories in the U.S. and Canada are collateral under the New Credit Facilities.

Other Non-Current Assets

Other non-current assets at June 30, 2016 and September 30, 2015 consisted of the following:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Debt issuance costs of revolving credit facilities	$	6.7	$	5.4
Other	3.2		3.4
Total	$	9.9	$	8.8

In connection with the New Credit Facilities, the Company incurred debt issuance costs of $25.3 million during the nine months endedJune 30, 2016. Of these, $6.8 million related to the New ABL Facility and were recorded in Other non-current assets on the condensed consolidated balance sheet. The remaining $18.5 million of debt issuance costs related to the New Term Loan Facility and were recorded as a reduction of the debt. See Note 7.

Amortization of debt issuance costs related to the New ABL Facility recorded in Interest expense in the condensed consolidated income statements was $0.1 million for the three and nine months ended June 30, 2016 for the Successor.

In connection with the Business Combination, debt issuance costs totaling $9.3 million, associated with the Predecessor were derecognized as part of the purchase consideration allocation. Amortization of debt issuance costs related to the Predecessor ABL Facility recorded in interest expense were $0.6 million and $2.1 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and $0.8 million and $2.3 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively.

Investments and Cash Previously Held in Trust

Prior to the Business Combination, the Company held in a trust account securities which the Company had the ability and intent to hold until maturity. Held-to-maturity treasury securities were recorded at amortized cost and adjusted for the amortization of the original discount. During the nine months ended June 30, 2016, the Company recognized $0.6 million of amortization related to the original discount, which was recorded in Interest income in the condensed consolidated income statement. As part of the Business Combination, the Company withdrew all proceeds from the trust account.

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Property, Plant and Equipment

9 Months Ended

Jun. 30, 2016

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment at June 30, 2016 and September 30, 2015 consisted of the following:

	Successor			Predecessor
	June 30, 2016			September 30, 2015
Land	$	55.7		$	41.2
Plants and buildings	93.7			78.3
Machinery and equipment (1)	135.2			167.8
Software and computer equipment	43.5			68.8
Construction in progress	14.0			12.9
Total	342.1			369.0
Less accumulated depreciation	(3.0		)	(137.8		)
Property, plant and equipment, net	$	339.1		$	231.2

⁽¹⁾ Includes $25.1 million and $13.1 million, respectively, related to equipment acquired under capital leases.

In connection with the Business Combination, property, plant and equipment of the Predecessor was adjusted to fair market value. See Note 3.

Depreciation expense recognized on the property, plant and equipment described above was as follows:

	Successor		Predecessor
	Three Months Ended   June 30, 2016	Nine Months Ended   June 30, 2016	April 1 Through June 8, 2016	October 1, 2015 Through June 8, 2016	Three Months Ended June 30, 2015	Nine Months Ended June 30, 2015
Depreciation expense	3.0	3.0	7.5	27.1	9.2	27.8

Equipment Lease

In May 2015, the Predecessor entered into the Ryder Lease for transportation equipment. The Ryder Lease covers the rental of 202 tractors, which replaced a significant portion of the Company’s private fleet of tractors and has a term of seven years. The Ryder Lease is accounted for as a capital lease and requires minimum annual payments of approximately $5.5 million per year. The Company is permitted to terminate the lease of an individual tractor on the anniversary of its delivery date, provided that certain conditions are met. In the event the Company terminates the lease of an individual tractor in accordance with the terms of the Ryder Lease, the Company may elect to purchase the individual tractor at a predetermined residual value or return the tractor to Ryder, subject to an adjustment based on the then-current market value of the individual tractor.

Facility Lease

The Company is currently in discussions with the Illinois Tollway Authority regarding the sale of one of the Company’s facilities under an eminent domain proceeding numbered Illinois State Tollway Authority v. Nexeo Solutions, LLC, Case No. 15 L 50521, Parcel No. WA-12-012. The sale is expected to be finalized during fiscal year 2017. The Company does not expect to record a loss in connection with this transaction.

In March 2016, in connection with the relocation of the operations currently managed at the facility described above, the Predecessor entered into a lease agreement for a new facility in Montgomery, Illinois. The lease has a term of 15 years, with annual payments beginning at $1.1 million per year and annual escalations of 2.5% per year. The lease agreement includes three renewal options of five years each. The lease term is expected to begin in November 2016. This lease agreement will be accounted for as a capital lease.

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Goodwill and Other Intangibles

9 Months Ended

Jun. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

Goodwill and Other Intangibles

Goodwill

The following is a progression of Successor goodwill by reportable segment: 

Successor	Chemicals			Plastics			Other		Total
Balance September 30, 2015	$	—		$	—		$	—	$	—
Business Combination	335.3			295.0			65.3		695.6
Foreign currency translation	(0.1		)	(2.1		)	—		(2.2		)
Balance at June 30, 2016	$	335.2		$	292.9		$	65.3	$	693.4

Goodwill by reportable segment as of September 30, 2015 for the Predecessor was $269.7 million for Chemicals, $91.5 million for Plastics and $12.5 million for Other.

Goodwill amounts by reportable segment at June 30, 2016 are based on the preliminary purchase consideration allocation of the Business Combination, which is based on preliminary valuations performed to determine the fair value of the acquired assets and assumed liabilities as of the Closing Date. Accordingly, the amounts allocated to goodwill are subject to adjustments to reflect the completion of the fair value assessments related to the Business Combination, which are expected to be completed within twelve months of the Closing Date. These final valuations could have a material impact on total goodwill and goodwill by reportable segment. See Note 3.

Goodwill Impairment Test

Goodwill is tested for impairment annually as of March 31 and whenever events or circumstances make it more likely than not that an impairment may have occurred. Goodwill is reviewed for impairment at the reporting unit level, or operating segment, for the Company.

Significant management judgment is required in the estimates and assumptions made for purposes of the Company’s goodwill impairment testing. If actual results differ from these estimates and assumptions or market conditions materially change, the analysis could be negatively impacted and could result in an impairment charge in future periods.

Other Intangible Assets

Definite-lived intangible assets at June 30, 2016 and September 30, 2015 consisted of the following: 

		Successor
		June 30, 2016
	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer-related	12	$	197.0	$	(1.0	)	$	196.0
Trade name	4	20.5		(0.3		)	20.2
Total		$	217.5	$	(1.3	)	$	216.2

		Predecessor
		September 30, 2015
	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer-related	5-14	$	121.3	$	(33.6	)	$	87.7
Supplier-related	10	17.0		(2.6		)	14.4
Leasehold interest	1-20	2.1		(1.3		)	0.8
Non-compete agreements	3-5	10.0		(4.5		)	5.5
Trademarks and trade names	2-6	6.2		(3.2		)	3.0
Total		$	156.6	$	(45.2	)	$	111.4

Amortization expense recognized on the intangible assets described above was as follows:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended June 30, 2015		Nine Months Ended June 30, 2015
Amortization expense	$	1.3	$	1.3	$	2.8	$	10.6	$	3.9	$	11.8

Expected amortization expense for the years ending September 30, 2017 through 2021 is $21.5 million, $21.5 million, $21.5 million, $19.9 million, and $16.4 million, respectively.

Other intangible assets at June 30, 2016 are based on the preliminary purchase consideration allocation of the Business Combination, which is based on preliminary valuations performed to determine the fair value of the acquired assets and assumed liabilities as of the Closing Date. The amounts allocated to other intangible assets are preliminary and therefore subject to adjustments to reflect the completion of the fair value assessments related to the Business Combination, which are expected to be completed within twelve months of the Closing Date. These final valuations could have a material impact on other intangible assets. See Note 3.

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Debt

9 Months Ended

Jun. 30, 2016

Debt Disclosure [Abstract]

Debt

Debt

Short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations at June 30, 2016 and September 30, 2015 are summarized below:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Short-term borrowings	$	41.0	$	34.9
Current portion of long-term debt and capital lease obligations	9.0		37.5
Total short-term borrowings and current portion of long-term debt and capital lease obligations, net	$	50.0	$	72.4

Long-term debt outstanding at June 30, 2016 and September 30, 2015 is summarized below:

	Successor			Predecessor
	June 30, 2016			September 30, 2015
New ABL Facility	$	131.1		$	—
New Term Loan Facility	655.0			—
Predecessor ABL Facility	—			85.5
Predecessor Term Loan Facility	—			647.2
Notes	—			159.2
Capital lease obligations (1)	25.2			12.7
Total long-term debt	811.3			904.6
Less: unamortized debt discount (2)	(3.3		)	(3.6		)
Less: debt issuance costs(3)	(18.4		)	(9.1		)
Less: current portion of long-term debt and capital lease obligations	(9.0		)	(37.5		)
Long-term debt and capital lease obligations, less current portion, net	$	780.6		$	854.4

⁽¹⁾  Capital lease obligations exclude executory costs and interest payments associated with the underlying leases. See “Capital Lease Obligations” below.

⁽²⁾  At June 30, 2016, included $3.3 million of unamortized debt discount related to the New Term Loan Facility for the Successor. At September 30, 2015, included $1.9 million of unamortized debt discount related to the Predecessor’s Term Loan Facility, with the remainder related to the Notes. Debt discount is amortized to interest expense over the life of the respective instruments using the effective interest rate method.

⁽³⁾  See discussion below under New Term Loan Facility and Debt Issuance Cost Amortization and Note 2 related to the adoption of ASU 2015-03 and ASU 2015-15.

Short-Term Borrowings

Short-term borrowings are associated with the Company’s operations in China and are summarized below:

	Facility Limit		Outstanding Borrowings Balance		Weighted Average Interest Rate on Borrowings	Outstanding LOC and Bankers’ Acceptance Bills		Remaining Availability
June 30, 2016 - Successor
Bank of America - China (1)	$	28.8	$	27.2	3.7%	$	—	$	1.6
Bank of Communications - China (2)	22.6		13.8		5.3%	8.5		0.3
Total	$	51.4	$	41.0		$	8.5	$	1.9
September 30, 2015 - Predecessor
Bank of America - China	$	23.8	$	23.0	3.5%	$	—	$	0.8
Bank of Communications - China	23.6		11.9		6.1%	7.1		4.6
Total	$	47.4	$	34.9		$	7.1	$	5.4

⁽¹⁾   The borrowing limit of this facility is denominated in U.S. dollars. This line of credit is secured by a standby letter of credit drawn on the New ABL Facility covering at least 110% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance.

⁽²⁾ The borrowing limit of this facility is denominated in RMB. This line of credit is secured by a standby letter of credit drawn on the New ABL Facility covering at least 100% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance.

In addition to the above lines of credit, Nexeo Plaschem has an arrangement through which it makes borrowings on a short-term basis, usually six months, by using its line of credit with the bank or by pledging the proceeds of its notes receivable. The borrowings under this arrangement are used to fund Nexeo Plaschem’s working capital requirements. At June 30, 2016 and September 30, 2015, there were no outstanding borrowings, no notes receivable pledged and no outstanding bankers’ acceptance bills issued to suppliers under this arrangement.

Nexeo Plaschem has another similar arrangement whereby it is able to pledge proceeds from its notes receivable in exchange for bankers’ acceptance bills issued to suppliers. No notes receivable were pledged under this arrangement at June 30, 2016 and September 30, 2015.

Long-Term Debt

New ABL Facility

On June 9, 2016, the ABL Borrowers entered into the New ABL Facility which provides for revolving credit financing including a U.S. Tranche of up to $505.0 million and a Canadian Tranche of up to the U.S. dollar equivalent of $40.0 million, and a FILO Tranche up to $30.0 million. Under the New ABL Facility, up to $50.0 million in the case of the U.S. Tranche and $10.0 million in the case of the Canadian Tranche may be short-term borrowings upon same-day notice, referred to as swingline loans. The New ABL Facility is unconditionally guaranteed, jointly and severally, by Holdings and its wholly-owned subsidiary, Sub Holding. Additionally, Solutions, Holdings and Sub Holding are also co-borrowers under the U.S. Tranche and the FILO Tranche of the New ABL Facility on a joint and several basis, and Nexeo Solutions Canada Corp. is the borrower under the Canadian Tranche. The New ABL Facility matures on June 9, 2021. Provided no default or event of default then exists or would arise therefrom, the ABL Borrowers have the option, at the beginning of each quarter, to request that the New ABL Facility be increased by an aggregate amount, when included with any incremental borrowings issued under the New Term Loan Facility, not to exceed $175.0 million.

The New ABL Facility includes a letter of credit sub-facility, which permits up to $200.0 million of letters of credit under the U.S. Tranche (which may be denominated in U.S. dollars, euros or other currencies approved by the administrative agent and the issuing bank) and up to the U.S. dollar equivalent of $10.0 million of letters of credit under the Canadian Tranche (which may be denominated in CAD only). The New ABL Facility also contains a FILO Tranche which can be used by any non-Canadian foreign subsidiary for loans or letters of credit up to an aggregate amount not to exceed $30.0 million.

Obligations under the New ABL Facility are also secured by a first priority lien on inventory and accounts receivable of the ABL Borrowers and a second priority lien on outstanding equity interests of Holdings and certain of its subsidiaries.

The amount of available credit changes every month, depending on the amount of eligible receivables and inventory the ABL Borrowers have available to serve as collateral. In general, the facility is limited to the lesser of (i) the aggregate commitment or (ii) the sum of (a) 90% of eligible accounts receivable, as defined, and (b) 85% of the orderly liquidation value of the eligible inventory and (c) 100% of cash and cash equivalents held in blocked accounts, as defined, maintained by the ABL Agent, for each ABL Borrower. Available credit for the U.S. and Canadian Tranches are calculated separately, and the borrowing base components are subject to customary reserves and eligibility criteria.

Borrowings under the U.S. Tranche and the Canadian Tranche of the New ABL Facility bear interest, at the ABL Borrowers’ option, at either an alternate base rate or Canadian prime rate, as applicable, plus an applicable margin (ranging from 0.25% to 0.75% pursuant to a grid based on average excess availability) or LIBOR or Canadian BA rate (as defined therein), as applicable, plus an applicable margin (ranging from 1.25% to 1.75% pursuant to a grid based on average excess availability). Loans under the FILO Tranche, within the New ABL Facility, bear interest at an alternate base rate plus an applicable margin (ranging from 1.00% to 1.50% pursuant to a grid based on average excess availability) or LIBOR plus an applicable margin (ranging from 2.00% to 2.50% pursuant to a grid based on average excess availability). In addition to paying interest on outstanding principal amounts under the New ABL Facility, the ABL Borrowers are required to pay a commitment fee in respect of the unutilized commitments, which commitment fee is 0.250% or 0.375% per annum and is determined based on average utilization of the New ABL Facility (increasing when utilization is low and decreasing when utilization is high). The ABL Borrowers are required to pay customary letters of credit fees.

The New ABL Facility requires that if the sum of (i) excess availability, as defined (for the ABL Borrowers) and (ii) the amount by which the then-current borrowing base exceeds the aggregate commitments under the New ABL Facility (for the ABL Borrowers) is less than the greater of (a) $40.25 million and (b) 10.0% of the Line Cap (as defined in the New ABL Facility), the ABL Borrowers shall comply with a minimum fixed charge coverage ratio of at least 1.0 to 1.0. In addition, the New ABL Facility contains negative covenants that restrict Holdings and its subsidiaries, including the ABL Borrowers from, among other things, incurring additional debt, granting liens, entering into guarantees, entering into certain mergers, making certain loans and investments, disposing of assets, prepaying certain debt, declaring dividends, modifying certain material agreements or changing the business it conducts.

The New ABL Facility also contains certain customary representations and warranties, affirmative covenants and events of default, including among other things payment defaults, breach of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy, certain events under the Employee Retirement Income Security Act of 1974, as amended from time to time, material judgments, actual or asserted failure of any guaranty or security document supporting the New ABL Facility to be in full force and effect, and change of control. If such an event of default occurs, the lenders under the New ABL Facility are entitled to take various actions, including the acceleration of amounts due under the New ABL Facility and all actions permitted to be taken by a secured creditor.

The weighted average interest rate on borrowings under the New ABL Facility was 2.6% at June 30, 2016. Solutions had the U.S. dollar equivalent of $73.7 million in outstanding letters of credit under the New ABL Facility at June 30, 2016. The collective credit availability under the U.S. and Canadian Tranches of the New ABL Facility was $125.2 million at June 30, 2016. There was no availability under the FILO Tranche at June 30, 2016.

The ABL Borrowers’ accounts receivable and inventory in the U.S. and Canada are collateral under the New ABL Facility. These accounts receivable and inventory totaled $601.1 million in the aggregate as of June 30, 2016 for the Successor.

Fees paid to the lenders in connection with the New ABL Facility totaled $6.8 million and were recorded as debt issuance costs in Other non-current assets on the condensed consolidated balance sheets to be amortized as interest expense over the remaining term of the New ABL Facility. See Note 4.

As of June 30, 2016, the ABL Borrowers were in compliance with the covenants of the New ABL Facility.

New Term Loan Facility

On June 9, 2016, Neon Finance Company LLC (which was subsequently merged with and into Solutions) entered into a New Term Loan Facility that provides secured debt financing in an aggregate principal amount of up to $655.0 million and the right, at Solutions’ option, to request additional tranches of term loans in an aggregate principal amount, when included with any incremental borrowings issued under the New ABL Facility, of up to $175.0 million, plus unlimited additional amounts such that the aggregate principal amount of indebtedness outstanding at any one time does not cause the consolidated net senior secured leverage ratio, calculated on a pro forma basis, to exceed 4.1 to 1.0. Availability of such additional tranches of term loans are subject to the absence of any default, and among other things, the receipt of commitments by existing or additional financial institutions. Borrowings under the New Term Loan Facility bear interest at the borrower’s option at either (i) LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which shall be no less than 1.0%, plus an applicable margin of 4.25% or (ii) a base rate determined by reference to the highest of (a) the prime commercial lending rate published by Bank of America, N.A. as its "prime rate," (b) the federal funds effective rate plus 0.50% and (c) a one-month LIBOR rate plus 1.0%, plus an applicable margin of 3.25%. Commencing with the quarter ending September 30, 2016, Solutions is required to make scheduled quarterly payments in an aggregate annual amount equal to 1.0% of the aggregate principal amount of the initial term loans made on the Closing Date of the Mergers, with the balance due at maturity. The New Term Loan Facility matures on June 9, 2023. The interest rate for the New Term Loan Facility was 5.25% at June 30, 2016. Proceeds of $651.7 million, net of discount of $3.3 million were received in connection with the New Term Loan Facility.

Additionally, the New Term Loan Facility agreement requires Solutions to make early principal payments on an annual basis, commencing with the fiscal year ended September 30, 2017, if cash flows for the year, as defined in the agreement, exceed certain levels specified in the agreement. Solutions generally has the right to prepay loans in whole or in-part, without incurring any penalties for early payment. Solutions is not required to make an early principal payment for the fiscal year ended September 30, 2016.

The New Term Loan Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict Holdings’ ability and the ability of its subsidiaries to incur additional indebtedness, pay dividends on its capital stock or redeem, repurchase or retire its capital stock or other indebtedness, make investments, loans and acquisitions, create restrictions on the payment of dividends or other amounts to the Company from its restricted subsidiaries, engage in transactions with its affiliates, sell assets, including capital stock of its subsidiaries, alter the business it conducts, consolidate or merge, incur liens. The credit agreement governing the New Term Loan Facility does not require Solutions to comply with any financial maintenance covenants and contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default. As of June 30, 2016, Solutions was in compliance with the covenants of the New Term Loan Facility.

Obligations under the New Term Loan Facility are secured by a first priority lien on outstanding equity interests of Holdings and certain subsidiaries and a second priority lien on accounts receivables and inventory that are subject to the New ABL Facility first priority lien.

Fees paid to the lenders in connection with the New Term Loan Facility totaled $18.5 million and were recorded as a reduction of the debt balance to be amortized as interest expense over the remaining term of the New Term Loan Facility.

Redemption of Predecessor 8.375% Senior Subordinated Notes due 2018

On June 9, 2016, all of the approximately $149.7 million principal amount of the Notes outstanding were redeemed at a redemption price equal to 100% of the principal amount. The Issuers and the guarantors under the Notes were released from their respective obligations under the Notes and the Indenture (as defined in the Merger Agreement) governing the Notes.

During the second quarter of fiscal year 2016, the Predecessor acquired $9.5 million in aggregate principal amount of its Notes for $8.7 million in cash and recorded a gain on early extinguishment of $0.6 million, inclusive of the write-off of related debt issuance costs and original issue discount which was recorded in Other income in the condensed consolidated statement of operations.

Debt issuance costs totaling $1.4 million were derecognized as part of the purchase consideration allocation.

Predecessor ABL Facility

On June 9, 2016, the Predecessor’s $540.0 million multicurrency ABL Facility was terminated. There was no outstanding balance at the time of termination. Solutions provided notice to the administrative agent and settled all remaining commitments under the facility. Accordingly, the administrative agent released the credit parties from their respective obligations under the facility, effective June 9, 2016.

Predecessor debt issuance costs totaling $3.3 million were derecognized as part of the purchase consideration allocation.

The weighted average interest rate on borrowings under the Predecessor ABL Facility was 1.8% at September 30, 2015. At September 30, 2015, the Predecessor had $67.4 million in outstanding letters of credit under the Predecessor ABL Facility. Collective credit availability under the U.S. and Canadian tranches of the Predecessor ABL Facility was $321.4 million at September 30, 2015.

Predecessor Term Loan Facility

On June 9, 2016, the principal outstanding balance of $617.5 million related to all three tranches of the term loans under the Credit Agreement was paid and the facility was terminated. Accordingly, the administrative agent released the credit parties from their respective obligations and all other commitments under the facility, effective June 9, 2016.

Related debt issuance costs totaling $4.6 million were derecognized as part of the purchase consideration allocation.

Debt Issuance Cost Amortization

Amortization expense included in interest expense related to debt issuance costs of the New Term Loan Facility was $0.1 million for the three and nine months ended June 30, 2016 for the Successor, $0.8 million and $3.0 million for the periods April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 for the Predecessor, respectively, and $1.0 million and $3.1 million for the three and nine months ended June 30, 2015 for the Predecessor, respectively.

Capital Lease Obligations

The capital lease obligation balance of $25.2 million as of June 30, 2016 is primarily associated with tractors delivered under the Ryder Lease. See Note 5. This obligation excludes future executory costs payments of $2.1 million per year, for aggregate executory costs of $13.2 million, as well as decreasing annual interest payments ranging from $1.0 million to $0.3 million, for aggregate interest payments totaling $4.7 million.

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Derivatives

9 Months Ended

Jun. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

Prior to the Business Combination, the Predecessor was a party to interest rate swap agreements of varying expiration dates through March 2017, to help manage the exposure to interest rate risk related to the variable-rate Predecessor Term Loan Facility. As a result of the Business Combination, the Predecessor Term Loan Facility was extinguished, the related swap agreements were terminated and an early termination payment penalty of $0.3 million was paid in the Successor period and recorded in Transaction related costs in the condensed consolidated statements of operations. No new swaps have been entered into.

The interest rate swaps were accounted for as cash flow hedges. Accordingly, gains or losses resulting from changes in the fair value of the swaps were recorded in other comprehensive income to the extent that the swaps are effective as hedges. Gains and losses resulting from changes in the fair value applicable to the ineffective portion, if any, were reflected in income. Gains and losses recorded in other comprehensive income were reclassified into and recognized in income when the interest expense on the Predecessor Term Loan Facility was recognized.

Gains and losses net of reclassifications into income related to the Predecessor’s interest rate swaps were as follows:

		Predecessor
	Recorded to	April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended   June 30, 2015		Nine Months Ended   June 30, 2015
Realized loss	Interest expense	$	0.1	$	0.3	$	0.1	$	0.4
Unrealized gain	Other comprehensive income	$	0.1	$	0.3	$	—	$	0.1

See Note 9 for additional information on the fair value of the Predecessor’s derivative instruments.

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Fair Value Measurements

9 Months Ended

Jun. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The accounting standard for fair value measurements establishes a framework for measuring fair value that is based on the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy is as follows:

● Level 1—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

● Level 2—Other inputs that are directly or indirectly observable in the marketplace.

● Level 3—Unobservable inputs that are supported by little or no market activity.

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions a third party would use in pricing an asset or liability based on the best information available under the circumstances. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Fair value of financial instruments

The carrying amount of cash and cash equivalents, accounts and notes receivable, accounts payable and short-term borrowings approximate their fair value due to the short-term maturity of those instruments.

The carrying values of borrowings outstanding under the New Credit Facilities approximate fair value at June 30, 2016 primarily due to their variable interest rate. The estimated fair value of these instruments is classified by the Company as a Level 3 measurement within the fair value hierarchy due to the varying interest rate parameters as outlined in the respective loan agreements. The carrying values of borrowings under the Predecessor Credit Facilities approximated fair value at September 30, 2015 primarily due to their variable interest rate.

The estimated fair value of the Predecessor Notes was $149.2 million at September 30, 2015, including accrued interest of $1.1 million. The estimated fair value of the Notes was classified by the Predecessor as a Level 3 measurement within the fair value hierarchy. The estimated fair value of these instruments was calculated based upon a pricing model using the estimated yield calculated from interpolated treasury and implied yields to quoted price as inputs. The Predecessor’s relative credit standing was one of the inputs to the valuation.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

In addition to the financial instruments that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a non-recurring basis as required by U.S. GAAP, such as a result of impairment charges or as part of a business combination. See Note 3 for further discussion of the Business Combination. These fair value measurements were classified as Level 3 within the fair value hierarchy.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The preliminary fair value of the contingent consideration related to the Deferred Cash Consideration as discussed in Note 3 was $49.6 million at the Closing Date. The fair value of the contingent consideration related to the Deferred Cash Consideration was $46.7 million as of June 30, 2016. The measurement of the contingent consideration related to the Deferred Cash Consideration is classified by the Company as a Level 3 measurement within the fair value hierarchy. In order to estimate the fair value of the Deferred Cash Consideration, the Company estimates the value of the Excess Shares using a Monte Carlo simulation model with the market price of the Company’s common stock at each valuation date being the most important input to this model. An increase in the market price of the Company’s common stock has the same directional effect on the value of the liability related to the Deferred Cash Consideration.

The preliminary fair value of the liability for the contingent consideration related to the TRA as discussed in Note 3 was $94.9 million at the Closing Date. The fair value of the liability for the contingent consideration related to the TRA was $95.5 million as of June 30, 2016. The liability for the contingent consideration related to the TRA is classified by the Company as a Level 3 measurement within the fair value hierarchy. The Company estimates the fair value of the liability for the contingent consideration related to the TRA based on a discounted cash flow model which incorporates assumptions of projected taxable income, projected income tax liabilities and an estimate of tax benefits expected to be realized as a result of the Business Combination. Key inputs to the valuation are prevailing tax rates and market interest rates impacting the discount rate. An increase in the discount rate has the opposite directional effect on the value of the liability related to the TRA. An increase in prevailing tax rates has the same directional effect on the value of the liability related to the TRA.

The fair value measurements of the contingent consideration above at the Closing Date are preliminary. Any changes within the measurement period in the estimated fair values of these liabilities may change the amount of the purchase price allocable to goodwill. Any subsequent changes in the fair value of the contingent consideration from their initial fair value recognition at the Closing Date will be recognized as a component of Operating income (loss) in the condensed consolidated statements of operations. Changes in the estimates and inputs used in determining the fair value of the contingent consideration could have a material impact on the amounts recognized as a component of Operating income (loss) in future periods.

Prior to the Business Combination, the Predecessor was a party to interest rate swap agreements of varying expiration dates through March 2017 to help manage the Predecessor’s exposure to interest rate risk related to its variable-rate Predecessor Term Loan Facility. As a result of the Business Combination, the Predecessor Term Loan Facility was extinguished, the related swap agreements were terminated and an early termination payment of $0.3 million was made and recorded in Transaction related costs in the condensed consolidated statements of operations. No new swaps have been put in place to manage interest rate exposure associated with the New Term Loan Facility. At September 30, 2015, the Predecessor recorded $0.4 million in Accrued expenses and other liabilities and $0.1 million in Other non-current liabilities in the condensed consolidated balance sheet related to these instruments.

During the three and nine months ended June 30, 2016 and 2015, the Company and the Predecessor did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements.

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Share-based Compensation

9 Months Ended

Jun. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Compensation

Share-based Compensation

Successor

On June 8, 2016, the Company’s shareholders approved the 2016 LTIP, with an effective date of March 30, 2016, covering approximately a ten-year period. No awards may be granted after March 20, 2026. The 2016 LTIP permits the grant of up to 9,000,000 shares of common stock for various types of awards to employees, directors and consultants of the Company or its subsidiaries, including incentive and non-incentive stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, stock awards, conversion awards and performance awards.

Vesting conditions of awards under the 2016 LTIP are determined by the Compensation Committee of the Board of Directors of the Company, including treatment upon the occurrence of a change of control of the Company. Upon a change of control, the Compensation Committee has the discretion to remove forfeiture restrictions, accelerate vesting, require recipients of awards to surrender the awards for cash consideration, cancel unvested awards without payment of consideration, cause any surviving entity to assume and continue any outstanding awards, or make other such adjustments as the Compensation Committee deems appropriate to reflect such change of control.

If any change is made to the Company’s capitalization, appropriate adjustments will be made by the Compensation Committee as to the number and price of shares awarded under the 2016 LTIP, the securities covered by such awards, the aggregate number of shares of common stock of the Company available for the issuance of awards under the 2016 LTIP, and the maximum annual per person compensation limits on share-based awards under the 2016 LTIP.

Other than in connection with a change in capitalization or other transaction where an adjustment is permitted or required under the terms of the 2016 LTIP, the Compensation Committee is prohibited from making any adjustment or approving any amendment that reduces or would have the effect of reducing the exercise price of a stock option or stock appreciation right previously granted under the 2016 LTIP unless the Company’s shareholders have approved such adjustment or amendment.

In each calendar year during any part of which the 2016 LTIP is in effect, an employee may not receive awards under the plan in excess of 1,000,000 shares of common stock, or a value of greater than $12.0 million if an award is to be paid in cash or if settlement is not based on shares of common stock, in each case, multiplied by the number of full or partial calendar years in any performance period established with respect to an award, if applicable. A non-employee member of the Board of Directors of the Company may not be granted awards with a cumulative value of greater than $1.0 million during any calendar year for services rendered in their capacity as a director. This limit does not apply to grants made to a non-employee director for other reasons not related to their services as a director.

During the three and nine months ended June 30, 2016, the Company granted 1,547,500 PSUs to certain officers and employees. The performance aspect of the PSUs vest on June 30, 2019, entitling the recipient to receive a certain number of shares of the Company’s common stock, based on the Company’s achievement of the performance goals included in the PSUs. Depending on the performance of the Company’s common stock during the approximate three year performance period, a recipient of the award is entitled to receive a number of common shares equal to a percentage, ranging from 0% to 200%, of the initial award granted, with a 35% total shareholder return entitling the recipient to receive 100% of the award granted. As a result, the Company may issue up to 3,095,000 shares related to these awards. If the Company’s total shareholder return for the performance period is negative, then the number of units ultimately awarded is based on the Company’s achievement of its cumulative Adjusted EBITDA target, as defined by the PSU agreement, during the performance period. If total shareholder return is between negative 15% and 0%, a recipient is entitled to receive a number of shares of stock between 70% and 50% of the number of PSUs granted. If the cumulative Adjusted EBTIDA target is not met, or the total shareholder return is less than negative 15%, no shares of the Company’s common stock will be issued. The Company used the Monte Carlo simulation model to estimate the fair value of the PSU awards at the grant date, considering the probability of satisfying the various performance criteria. The resulting grant date fair value is recognized as expense on a straight-line basis from the grant date through the end of the performance period. The assumptions used in the Monte Carlo simulation model for PSUs included an expected stock price volatility of 35% based on a peer group of similar companies, an expected dividend yield of 0%, an expected term of approximately three years, and a risk-free interest rate of 0.92%.

The following table summarizes PSU activity during the nine months ended June 30, 2016:

	Units	Average Grant Date Fair Value Per Unit
Unvested PSUs at September 30, 2015	—	$	—
Grants	1,547,500	9.13
Vested	—	—
Forfeited/Canceled	—	—
Unvested PSUs at June 30, 2016	1,547,500	$	9.13

The Company recognized compensation cost of $0.3 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations for the three and nine months ended June 30, 2016 for the Successor related to the PSUs. As of June 30, 2016, the outstanding PSUs had a weighted-average remaining contract life of three years. As of June 30, 2016, there was $13.2 million of total unrecognized compensation cost related to non-vested PSUs.

Defined Contribution Plans

Qualifying employees of the Predecessor were eligible to participate in the Solutions 401(k) Plan. The 401(k) Plan was a defined contribution plan designed to allow employees to make tax deferred contributions as well as company contributions, designed to assist employees of the Predecessor and its affiliates in providing for their retirement. The Predecessor matched 100% of employee contributions up to 4.0%. The Predecessor made an additional contribution to the 401(k) Plan of 1.5%, 3.0%, or 4.5%, based upon years of service of one to ten years, eleven to twenty years and twenty-one years or more, respectively. A version of the 401(k) Plan was also available for qualifying employees of the Predecessor in its foreign subsidiaries. These plans are unchanged as a result of the Business Combination.

The following summarizes contributions to the plans described above:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended June 30, 2015		Nine Months Ended June 30, 2015
Contributions recorded as a component of cost of sales and operating expenses	$	0.2	$	0.2	$	0.8	$	2.7	$	1.0	$	3.0
Contributions recorded as a component of selling, general and administrative expenses	0.4		0.4		1.5		4.8		1.6		5.1
Total contributions	$	0.6	$	0.6	$	2.3	$	7.5	$	2.6	$	8.1

Predecessor Equity Plan

The Predecessor previously issued unregistered Series B units in Holdings to directors and certain officers and employees of the Predecessor. The units issued were initially unvested, and with respect to units issued to certain officers and employees, 50% of the Series B units would vest 20% annually over a five year period (“Time-Based Units”) and 50% of the Series B units would vest in accordance with a performance-based schedule that was divided into five separate and equal twelve month periods (“Performance-Based Units”). The Board of Directors of the Predecessor established EBITDA-based performance targets for purposes of determining vesting of the Performance-Based Units. Further, all Performance-Based Units would automatically vest upon a liquidity event of the Predecessor, provided the award holder remained employed with the Predecessor or its subsidiaries through the date of the liquidity event.

Immediately prior to and in connection with the closing of the Business Combination, certain Series B units vested, including 368,136 units granted to Directors, and as a result, the Predecessor recognized $2.0 million of expense related to Performance-Based Units during the period from April 1, 2016 to June 8, 2016, which is included in Transaction related costs in the condensed consolidated statement of operations. The Predecessor recognized an additional $0.1 million and $0.7 million of compensation expense as a component of Selling, general and administrative expenses in the condensed consolidated statements of operations related to the Time-Based Units during the period from April 1, 2016 through June 8, 2016 and the period from October 1, 2015 through June 8, 2016, respectively.

All vested and unvested Series B units of the Predecessor in existence as of the closing of the Business Combination were exchanged for equity interests of New Holdco, which received a portion of the consideration paid to the Selling Equityholders in the Company Merger in exchange for such Series B Units.

The following table summarizes Series B unit activity during the period from October 1, 2015 through June 8, 2016:

	Units		Average Grant Date Fair Value Per Unit
Outstanding at September 30, 2015	38,466,624		$	0.28
Granted	1,028,571		0.16
Forfeited/Canceled	(1,597,000	)	0.25
Outstanding at June 8, 2016	37,898,195		$	0.22

The following table summarizes non-vested Series B unit activity during the period from October 1, 2015 through June 8, 2016:

	Units		Average Grant Date Fair Value Per Unit
Nonvested at September 30, 2015	23,116,625		$	0.26
Granted	1,028,571		0.16
Vested	(19,871,696	)	0.16
Forfeited	(1,345,000	)	0.23
Nonvested at June 8, 2016	2,928,500		$	0.26

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Equity

9 Months Ended

Jun. 30, 2016

Equity [Abstract]

Equity

Equity

Common Stock

The authorized common stock of the Company consists of 300,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of June 30, 2016, there were 89,222,418 shares of common stock issued and outstanding and warrants to purchase 25,012,500 shares of common stock at a strike price of $11.50.

Prior to the completion of the Business Combination, the Company had 62,531,250 shares of common stock issued and outstanding, consisting of 50,025,000 shares originally sold as part of units issued in the Company’s IPO, consummated on June 11, 2014, and 12,506,250 shares of Founder Shares that were issued to Sponsor prior to the IPO.

All of the 50,025,000 shares of common stock sold as part of the units in the IPO contained a redemption feature which allowed for the redemption of such shares. These redemption provisions generally required the Company to classify these shares outside of permanent equity, except for certain provisions related to ordinary liquidations involving the redemption and liquidation of all of the Company’s equity instruments that allowed the Company to classify a certain amount related to these shares as permanent equity at each reporting period. At March 31, 2016, 47,512,924 of the 50,025,000 public shares with a value of $475.2 million were classified outside of permanent equity at their redemption value.

On June 9, 2016, in connection with the completion of the Business Combination, 47,512,924 shares were reclassified into equity and 29,793,320 shares were redeemed at $10.02 per share. Additionally, the Company issued (i) 27,673,604 new shares of common stock at $10.00 per share to the Selling Equityholders as consideration, (ii) 23,492,306 new shares of common stock at a price of $10.00 per share in private placements with eligible purchasers, (iii) 3,078,578 new shares of common stock to settle the payment of an aggregate of $30.8 million in fees and disbursements outstanding and due to certain of WLRH’s advisors in connection with services and work performed by the advisors, including shares issued to pay the liability of $18.3 million for deferred underwriting fees due upon the completion of a Business Combination from the original IPO and (iv) 2,240,000 new shares of common stock in exchange for 22,400,000 warrants to purchase shares of common stock privately placed to Sponsor at the time of the IPO. In connection with the completion of the Business Combination, the Sponsor (on behalf of the Company) transferred 30,000 original Founder Shares to the Company’s prior independent directors (“Director Founder Shares”) in connection with services previously rendered to the Company and 3,554,240 Founder Shares with a fair value of $30.2 million to the Selling Equityholders. The fair value of the Founder Shares transferred to the Company’s prior independent directors was recorded as an equity contribution and a transaction related costs for the three months ended June 30, 2016. The fair value of the Founder Shares transferred to the directors and Selling Equityholders was estimated using a Monte Carlo simulation model. The 3,554,240 of Founder Shares that were transferred to the Selling Equityholders was a component of the Business Combination purchase consideration and was recorded by the Company as an equity contribution and included in the purchase consideration. See Note 3.

In connection with the consummation of the Business Combination, the Founder Shares other than the Director Founder Shares became subject to forfeiture on the tenth anniversary of the Closing Date unless:

•with respect to 50% of such Founder Shares, the last sale price of the Company’s common stock as quoted on NASDAQ equals or exceeds $12.50 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period; and

•with respect to the remaining 50% of such Founder Shares, the last sale price of the Company’s common stock equals or exceeds $15.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period; or

•the post-combination company completes a liquidation, merger, stock exchange or other similar transaction that results in all or substantially all of its shareholders having the right to exchange their shares of common stock for consideration in cash, securities or other property or any transaction involving a consolidation, merger, proxy contest, tender offer or similar transaction in which the post-combination company is the surviving entity which results in a change in the majority of the Company’s board of directors or management team or the Company’s post-combination shareholders immediately prior to such transaction ceasing to own a majority of the surviving entity immediately after such transaction.

Such Founder Shares other than the Director Founder Shares will not participate in dividends or other distributions with respect to the shares prior to these targets being met, whereupon the Founder Shares shall be entitled to all dividends and distributions paid on the common stock after the Business Combination as if they had been holders of record entitled to receive distributions on the applicable record date.

Preferred Stock

The authorized preferred stock of the Company consists of 1,000,000 shares. As of June 30, 2016, there were no shares of preferred stock issued and outstanding.

The Company’s amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able, without shareholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects. The ability of the Board of Directors to issue preferred stock without shareholder approval could have the effect of delaying, deferring or preventing a change of control of the Company.

Offering Costs

Offering costs associated with the IPO, consummated on June 11, 2014, consisting principally of professional and registration fees incurred of $28.5 million (including $27.5 million in underwriters’ fees) were charged to shareholders’ equity upon the completion of the IPO. The Company paid upfront underwriting fees of approximately 1.84% ($9.2 million) of the per unit offering price to the underwriters at the close of the IPO with an additional fee of 3.66% ($18.3 million) of the gross offering proceeds payable upon the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. These deferred underwriting costs were paid with the issuance of common stock in connection with the Business Combination.

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Earnings per Share

9 Months Ended

Jun. 30, 2016

Earnings Per Share [Abstract]

Earnings per Share

Earnings per Share

A reconciliation of the numerators and denominators of the basic and diluted per share computation follows. No such computation is necessary for the Predecessor periods as the Predecessor was organized as a limited liability company and did not have publicly traded shares.

	Successor
	Three Months Ended   June 30, 2016			Nine Months Ended   June 30, 2016
Basic:
Net loss	$	(15.5	)	$	(17.1	)
Weighted average number of common shares outstanding during the period	34,072,056			21,241,897
Net loss per common share - basic	$	(0.45	)	$	(0.81	)
Diluted:
Net loss	$	(15.5	)	$	(17.1	)
Denominator for diluted earnings per share:
Weighted average number of common shares outstanding during the period	34,072,056			21,241,897
Incremental common shares attributable to outstanding dilutive options and unvested restricted shares	—			—
Denominator for diluted earnings per common share	34,072,056			21,241,897
Net loss per common share - diluted	$	(0.45	)	$	(0.81	)

The calculation for weighted average shares reflects shares outstanding over the reporting period based on the actual number of days the shares were outstanding. A large number of shares were issued in connection with the Business Combination on the Closing Date and the weighted average shares outstanding only incorporates these shares from that date through June 30, 2016, or 22 days.

For the three and nine months ended June 30, 2016, there were 12,476,250 Founder Shares excluded from the basic and diluted computations commencing on the Closing Date because such shares were subject to forfeiture, 1,547,500 PSU awards which were not included in the computation of diluted shares outstanding because performance targets and/or market conditions were not yet met for these awards. Diluted shares outstanding also did not include 25,012,500 shares based on the exercise of 50,025,000 warrants because the warrants were out-of-the-money and their impact on the Company’s net loss is anti-dilutive for both the three and nine months ended June 30, 2016.

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Commitments, Contingencies and Litigation

9 Months Ended

Jun. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Litigation

Commitments, Contingencies and Litigation

Environmental Remediation

Due to the nature of its business, the Company is subject to various laws and regulations pertaining to the environment and to the sale, transportation and disposal of chemicals and hazardous materials. These laws pertain to, among other things, air and water, the management of solid and hazardous wastes, transportation and human health and safety.

On March 31, 2011, Holdings purchased certain assets of the global distribution business (the “Distribution Business”) from Ashland (the “Ashland Distribution Acquisition”), evidenced by the ADA Purchase Agreement. In the ADA Purchase Agreement, Ashland agreed to retain all known environmental remediation liabilities (“Retained Specified Remediation Liabilities”) and other environmental remediation liabilities unknown at the closing of the Ashland Distribution Acquisition related to the Distribution Business for which Ashland receives notice prior to the fifth anniversary of the closing (“Other Retained Remediation Liabilities”) (collectively “Retained Remediation Liabilities”). Ashland’s liability for Retained Remediation Liabilities is not subject to any claim thresholds or deductibles other than expenses the Predecessor incurs arising out of the Other Retained Remediation Liabilities; if the Predecessor incurs expenses arising out of Other Retained Remediation Liabilities for which Ashland received notice prior to March 31, 2016, Ashland’s indemnification obligation is subject to an individual claim threshold of $0.2 million and an aggregate claim deductible of $5.0 million. Ashland’s indemnification obligation for the Retained Remediation Liabilities is subject to an aggregate ceiling of $75.0 million. Ashland’s indemnification obligations resulting from its breach of any representation, warranty or covenant related to environmental matters (other than for liabilities relating to taxes or the breach of any fundamental representation or warranty) are generally limited by an individual claim threshold of $0.2 million, an aggregate claim deductible of $18.6 million and a ceiling of $93.0 million. Collectively, Ashland’s indemnification obligations resulting from or relating to the Retained Remediation Liabilities, retained litigation liabilities, and the breach of Ashland’s representations, warranties and covenants contained in the ADA Purchase Agreement (other than for liabilities relating to taxes or the breach of any fundamental representation or warranty) is subject to an aggregate ceiling of $139.5 million, and Ashland’s total indemnification obligation under the ADA Purchase Agreement (other than for liabilities relating to taxes or any retained indebtedness) is subject to an aggregate ceiling in the amount of the purchase price for the Distribution Business net assets. Ashland’s indemnification obligations under the ADA Purchase Agreement as described above terminated as of March 31, 2016, other than for Retained Specified Remediation Liabilities and for Other Retained Remediation liabilities reported to Ashland prior to March 31, 2016 for which Ashland retains liability pursuant to the ADA Purchase Agreement. As a result, any environmental remediation liabilities reported to the Company after March 31, 2016 and not arising out of a Retained Remediation Liability will be liabilities of the Company.

In July 2014, Ashland filed a lawsuit numbered Ashland Inc. v. Nexeo Solutions, LLC, Case No. N14C-07-243 JTV CCLD, in the Superior Court for the State of Delaware in and for New Castle County. In the suit, Ashland seeks a declaration that, pursuant to the ADA Purchase Agreement, Solutions is obligated to indemnify Ashland for losses Ashland incurs pertaining to Other Retained Remediation Liabilities, up to the amount of the aggregate $5.0 million deductible applicable expenses incurred by Solutions, whether or not Solutions incurs any expenses or obtains any indemnity from Ashland. Ashland further alleges that Solutions has breached duties related to the ADA Purchase Agreement by not having so indemnified Ashland for amounts Ashland has incurred for Other Retained Remediation Liabilities at sites where Ashland disposed of wastes prior to the Ashland Distribution Acquisition, and on that basis seeks unspecified compensatory damages, costs and attorney’s fees. The Company disagrees with Ashland’s construction of the ADA Purchase Agreement and is vigorously defending the lawsuit.

The Company does not currently have any environmental or remediation reserves for matters covered by the ADA Purchase Agreement. However, if the Company had incurred expenses related to Other Retained Remediation Liabilities, the Company would have been responsible for the first $5.0 million in aggregate expenses relating thereto prior to receiving any indemnification from Ashland.  Ashland’s indemnification obligations for Other Retained Remediation Liabilities ended on March 31, 2016 and, as of that date, the Company had not incurred any expenses related to Other Retained Remediation Liabilities. In addition, if any Retained Remediation Liability ultimately exceeds the liability ceilings described above, the Company would be responsible for such excess amounts. In either of these scenarios, the Company would be required to either expense the cost of the liabilities or take an appropriate environmental or remediation reserve. The Company could also be required to take remediation or environmental reserves for remediation or other environmental liabilities reported after March 31, 2016 related to facilities acquired in the Ashland Distribution Acquisition; for remediation of spills or releases caused by the Company’s operations including those related to the Company’s Environmental Services line of business; and for remediation or other environmental liabilities related to facilities acquired from parties other than Ashland (i.e., acquisitions made by the Predecessor after the Ashland Distribution Acquisition). The Company’s reserves will be subject to numerous uncertainties that affect its ability to accurately estimate its costs, or its share of costs if multiple parties are responsible. These uncertainties involve the legal, regulatory and enforcement parameters governing environmental assessment and remediation, the nature and extent of contamination, the extent of required remediation efforts, the choice of remediation methodology, availability of insurance coverage and, in the case of sites with multiple responsible parties, the number and financial strength of other potentially responsible parties.

Other Legal Proceedings

The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company.

Other Contingencies

In June 2014, the Predecessor self-disclosed to the California DTSC that an inventory of its Fairfield facility had revealed potential violations of the Resource Conservation and Recovery Act and the California Health and Safety Code. Although no formal proceeding has been initiated, the Company expects the DTSC to seek payment of fines or other penalties for non-compliance. The Company does not expect the amount of any such fine or other penalty to have a material adverse effect on its business, financial position or results of operations.

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Related Party Transactions

9 Months Ended

Jun. 30, 2016

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

FPA Subscription Agreement

On May 23, 2016, the Company entered into a Subscription Agreement (the “FPA Subscription Agreement”) with Sponsor and First Pacific Advisors, LLC (“FPA”), on behalf of certain clients pursuant to which FPA agreed to purchase 18,260,000 shares of the Company’s common stock on a private placement basis in connection with the Business Combination.

Sponsor Subscription Agreement

On June 6, 2016, the Company entered into a Subscription Agreement with Sponsor, pursuant to which Sponsor agreed to purchase 1,000,000 shares of common stock on a private placement basis for $10 per share in connection with the Business Combination. Wilbur L. Ross, Jr. is a manager of Sponsor.

PWPI and PWIMF Commitment Agreements

On June 6, 2016, the Company entered into a Commitment Agreement with Sponsor and Park West Investors Master Fund, Ltd. (“PWIMF”) and a second Commitment Agreement with Sponsor and Park West Partners International, Ltd. (“PWPI”) (such agreements collectively, the “PW Commitment Agreements”), pursuant to which PWIMF and PWPI agreed to purchase from redeeming shareholders and withdraw from redemption an aggregate of 3,000,000 public shares of common stock.

FPA Commitment Agreement

On June 6, 2016, the Company entered into a Commitment Agreement (the “FPA Commitment Agreement”) with Sponsor and FPA, pursuant to which FPA agreed not to redeem 2,094,727 public shares of common stock of the Company currently owned by FPA in connection with the closing of the Business Combination.

Sponsor Convertible Notes and Promissory Note

On March 31, 2016, the Company issued the March 2016 promissory note to Sponsor pursuant to which the Company could borrow up to $750,000. The March 2016 promissory note was interest bearing at 5% per annum and was due and payable on the first to occur of (1) the consummation of Business Combination or (2) June 11, 2016 (or such later date as would have been approved by the Company’s shareholders by amendment of the Company’s charter to complete the Business Combination). Sponsor loaned the Company $0.2 million to cover expenses related to daily operations. In connection with the consummation of the Business Combination, the March 2016 promissory note balance of $0.2 million, including unpaid interest, was paid in full.

On January 5, 2016, the Company issued a convertible promissory note, referred to as the “January 2016 convertible note” to Sponsor pursuant to which the Company borrowed $0.4 million from Sponsor for operating expenses. The January 2016 convertible note was interest bearing at 5% per annum and was due and payable on June 11, 2016. At the option of Sponsor, any amounts outstanding under the January 2016 convertible note could have been converted into warrants to purchase shares of common stock at a conversion price of $0.50 per warrant. Each warrant would have entitled Sponsor to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share). Each warrant would have contained other terms identical to the terms contained in the private placement warrants previously issued to Sponsor. Through March 31, 2016, the Company incurred an insignificant amount of interest expense which, under the terms of the January 2016 convertible note, was added to the principal amount. In connection with the consummation of the Business Combination, the January 2016 convertible note balance of $0.4 million, including unpaid interest, was paid in full.

On March 26, 2015, the Company issued a convertible promissory note, referred to as the “March 2015 convertible note”, to Sponsor pursuant to which, on April 16, 2015, the Company borrowed $0.3 million from Sponsor for operating expenses. The March 2015 convertible note was interest bearing at 5% per annum and was due and payable on June 11, 2016. At the option of Sponsor, any amounts outstanding under the March 2015 convertible note could have been converted into warrants to purchase shares of the Company’s common stock at a conversion price of $0.60 per warrant. Each warrant would have entitled Sponsor to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share). Each such warrant would have contained other terms identical to the terms contained in the private placement warrants previously issued to Sponsor. Through March 31, 2016, the Company incurred $14 thousand of interest expense which under the terms of the March 2015 convertible note was added to the principal amount. In connection with the consummation of the Business Combination, the March 2015 convertible note balance of $0.3 million, including unpaid interest, was paid in full.

Director Founder Shares

In connection with the consummation of the Business Combination, certain directors of the Company were paid 10,000 Founder Shares each by Sponsor (on behalf of the Company) for past service on the Company’s board of directors. These shares were paid in lieu of cash board fees because the Company was not permitted to pay board fees directly to its directors pursuant to the underwriting agreement the Company entered into with the underwriters at the time of the IPO. The value of these shares is included in Transaction related costs on the Company’s condensed consolidated statement of operations.

Administrative Service Agreement

The Company had an agreement to pay $10 thousand a month for office space, administrative services and secretarial support to WL Ross & Co. LLC, an affiliate of the Sponsor. On March 26, 2015, Sponsor irrevocably and unconditionally waived the $10 thousand per month payment obligations of the Company for office space, administrative services and secretarial support for the year beginning on January 1, 2015 to December 31, 2015. On January 13, 2016, Sponsor irrevocably and unconditionally waived the $10 thousand per month payment obligations for the period beginning on January 1, 2016 and ending on December 31, 2016. This agreement was terminated prior to the completion of the Business Combination.

Contingent Consideration Obligations Pursuant to the TRA and the Merger Agreement

Subsequent to the Business Combination, TPG beneficially owns approximately 35% of the Company’s common stock, including Founder Shares, and is considered a related party of the Successor. In connection with the Business Combination, TPG became a party to the TRA and obtained the right to receive the Deferred Cash Consideration pursuant to the Merger Agreement. The fair value of these contingent consideration liabilities was $142.2 million as of June 30, 2016, and is recorded in Due to related party pursuant to contingent consideration obligations on the Company’s condensed consolidated balance sheet. See Note 3 and Note 9.

Predecessor - Letter Agreement for Chairman’s Services

On January 16, 2012, the Predecessor and Dan F. Smith, a member of the Predecessor Board of Directors, entered into a Letter Agreement for Chairman’s Services (together with subsequent extensions, the “Letter Agreement”). In connection with the closing of the Business Combination, the parties agreed to terminate the Letter Agreement and their rights and obligations thereunder.  The termination of the Letter Agreement entitled Mr. Smith to a fee of $0.2 million in cash, which is included in Transaction related costs on the Company’s condensed consolidated statement of operations.

Predecessor - Other Agreements with TPG

The Predecessor entered into a management services agreement with TPG, the indirect majority owner of the Predecessor, pursuant to which it provided the Predecessor with ongoing management, advisory, specialized operational and consulting services. The fees incurred in connection with this agreement were recorded in Selling, general and administrative expenses in the condensed consolidated statements of operations.

Pursuant to the management services agreement, the Predecessor also paid TPG fees in connection with consulting services it provided in relation to certain corporate transactions. TPG received reimbursements for out-of-pocket expenses incurred by TPG in connection with these transactions. These fees were recorded in Selling, general and administrative expenses in the condensed consolidated statements of operations.

As a result of the Business Combination on the Closing Date, TPG and the Predecessor terminated the management services agreement and their rights and obligations thereunder. Pursuant to the management services agreement, the Predecessor paid TPG a success fee of $9.9 million relating to the closing of the Business Combination determined in accordance with the terms of the management services agreement.  This fee was recorded in Transaction related costs of the Predecessor during the period from April 1, 2016 through June 8, 2016 in the condensed consolidated statement of operations.

The table below summarizes activity recorded during the respective periods related to the items described above:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended   June 30, 2015		Nine Months Ended   June 30, 2015
Sales to TPG related entities	$	0.3	$	0.3	$	1.3	$	3.1	$	1.6	$	7.1
Amounts included in Selling, general and administrative expenses
Management fees to TPG	$	—	$	—	$	0.5	$	2.1	$	1.1	$	2.5
Consulting fees to TPG	$	—	$	—	$	0.2	$	0.4	$	0.2	$	0.7
Amounts included in Transaction related costs
Fee paid in connection with the Business Combination	$	—	$	—	$	9.9	$	9.9	$	—	$	—

There were no purchases from TPG related entities in the Successor or Predecessor periods.

TPG related entities owed the Company $0.4 million at June 30, 2016 for the Successor and $0.3 million at September 30, 2015 for the Predecessor which were included in Accounts and notes receivable in the Company’s condensed consolidated balance sheets.

Predecessor - Consulting Services Agreement

The Predecessor had a strategic consulting services agreement with Steven B. Schwarzwaelder, a member of the Board of Directors of the Predecessor, under which it paid an annual fee of $0.175 million. The Predecessor recorded less than $0.1 million for each respective period April 1 through June 8, 2016 and October 1, 2015 through June 8, 2016, as well as the three and nine months ended June 30, 2015 related to this agreement. This fee was recorded in Selling, general and administrative expenses in the condensed consolidated statements of operations. As a result of the Business Combination, the parties terminated the consulting services agreement and their rights and obligations thereunder.

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Income Taxes

9 Months Ended

Jun. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company and its two active U.S. corporate subsidiaries, Blocker and Sub Holding, are incorporated in the U.S. and as such are subject to U.S. income taxes. The Company and Blocker will file a consolidated U.S. Federal income tax return and both will file various state returns. Sub Holding will file a separate U.S. Federal income tax return and various state tax returns. The Company’s controlled foreign corporations are subject to taxation at the entity level in their respective jurisdictions.

Income tax benefit for the three months ended June 30, 2016 for the Successor was $1.3 million. The tax benefit for the three months ended June 30, 2016 for the Successor reflects an effective tax rate of a benefit of 7.7%.

Income tax benefit for the nine months ended June 30, 2016 for the Successor was $1.3 million. The tax benefit for the nine months ended June 30, 2016 for the Successor reflects an effective tax rate of a benefit of 7.1%.

Holdings is organized as a limited liability company and is taxed as a partnership for U.S. income tax purposes. As such, with the exception of a limited number of state and local jurisdictions, Holdings is not subject to U.S. income taxes. Accordingly, Blocker and the Selling Equityholders (other than the holders of equity interests in Blocker) will report their share of Holdings’ taxable income earned prior to the Closing Date on their respective U.S. federal tax returns. Holdings and its subsidiaries made tax distributions of approximately $0.1 million to, or on behalf of, the Selling Equityholders during the three and nine months ended June 30, 2015.

Income tax expense for the period from April 1, 2016 through June 8, 2016 for the Predecessor was $1.1 million on a pre-tax loss of $19.1 million compared to $1.8 million on pre-tax income of $20.6 million for the three months ended June 30, 2015 for the Predecessor. The current period tax expense was attributable to income tax expense on profitable foreign operations, primarily Puerto Rico and EMEA. The prior period tax expense was largely attributed to foreign income tax expense on profitable foreign operations.

Income tax expense for the period from October 1, 2015 through June 8, 2016 for the Predecessor was $4.2 million on a pre-tax loss of $9.7 million compared to $2.7 million on pre-tax income of $14.2 million for the nine months ended June 30, 2015 for the Predecessor. The current period tax expense was attributable to income tax expense on profitable foreign operations, primarily Canada, EMEA, Puerto Rico and Mexico. The prior period expense was largely attributed to foreign income tax expense on profitable foreign operations.

For all periods, the Company computed the provision for income taxes based on the actual year-to-date effective tax rate by applying the discrete method.  Use of the annual effective tax rate, which relies on accurate projections by legal entity of income earned and taxed in foreign jurisdictions, as well as accurate projections by legal entity of permanent and temporary differences, was not considered a reliable estimate for purposes of calculating year-to-date income tax expense.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As a result of the adoption of ASU 2015-17, deferred tax assets and liabilities and any related valuation allowances are classified as noncurrent on a prospective basis. See Note 2.

At June 30, 2016 for the Successor and September 30, 2015 for the Predecessor, the valuation allowance was $4.2 million and $3.6 million, respectively, primarily relating to Nexeo Plaschem operations. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon management’s expectations at June 30, 2016, management believes it is more likely than not that it will realize the majority of its deferred tax assets.

Uncertain Tax Positions

U.S. GAAP prescribes a recognition threshold and measurement attribute for the accounting and financial statement disclosure of tax positions taken or expected to be taken in a tax return. The evaluation of a tax position is a two-step process.  The first step requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position.  The second step requires the Company to recognize in the financial statements each tax position that meets the more likely than not criteria, measured as the amount of benefit that has a greater than 50% likelihood of being realized. Differences between the amount of tax benefits taken or expected to be taken in the income tax returns and the amount of tax benefits recognized in the financial statements represent the Company’s unrecognized income tax benefits, which are recorded as a liability, with the long-term portion included in Other non-current liabilities and the current portion included in Accrued expenses and other liabilities on the Company’s condensed consolidated balance sheet.

The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of income tax expense in the condensed consolidated statements of operations. There was an insignificant amount of interest and penalties recognized during all periods. As of June 30, 2016 for the Successor and September 30, 2015 for the Predecessor, the Company had $1.2 million and $1.1 million, respectively, related to uncertain tax positions, including related accrued interest and penalties.

The Company believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $0.6 million as a result of the expiration of certain statute of limitations periods and anticipated settlements.

The Company or one of its subsidiaries files income tax returns in various state and foreign jurisdictions. Within the U.S., the Company is subject to federal and state income tax examination by tax authorities for periods after December 2011. With respect to countries outside of the U.S., with certain exceptions, the Company’s foreign subsidiaries are subject to income tax audits for years after 2010.

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Segment and Geographic Data

9 Months Ended

Jun. 30, 2016

Segment Reporting [Abstract]

Segment and Geographic Data

Segment and Geographic Data

The Company operates through three lines of business, or operating segments: Chemicals, Plastics and Environmental Services, that market to different sets of customers operating in an array of industries, with various end markets and customer segments within those industries. For segment presentation and disclosure purposes, the Chemicals and Plastics lines of business constitute separate reportable segments while the Environmental Services line of business, which does not meet the materiality threshold for separate disclosure and the historical composites products sales in Asia are combined in an “Other” segment.

Each line of business represents unique products and suppliers, and each line of business focuses on specific end markets within its industry based on a variety of factors, including supplier or customer opportunities, expected growth and prevailing economic conditions. Across the Chemicals and Plastics lines of business there are numerous industry segments, end markets and sub markets that the Company may choose to focus on. These end markets may change from year to year depending on the underlying market economics, supplier focus, expected profitability and the Company’s strategic agenda.

The Chemicals, Plastics and Environmental Services lines of business compete with national, regional and local companies throughout North America. Additionally, the Chemicals and Plastics lines of business compete with other distribution companies in Asia. The Plastics line of business also competes with other distribution companies in EMEA. Competition within each line of business is based primarily on the diversity of the product portfolio, service offerings, reliability of supply, technical support and price. The accounting policies used to account for transactions in each of the lines of business are the same as those used to account for transactions at the corporate level.

The Chemicals and Plastics lines of business are distribution businesses, while the Environmental Services line of business provides hazardous and non-hazardous waste collection, recovery, recycling and arrangement for disposal services.

A brief description of each line of business follows:

Chemicals. The Chemicals line of business distributes specialty and industrial chemicals, additives and solvents to industrial users via rail cars, bulk tanker trucks and as packaged goods in trucks. The Company’s chemical products are distributed in more than 50 countries worldwide, primarily in North America and Asia. In connection with the distribution of chemicals products, the Company provides value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development. While the Chemicals line of business serves multiple end markets, key end markets within the industrial space including household, industrial and institutional, performance coatings (including architectural coatings, adhesives, sealants and elastomers), lubricants, oil and gas and personal care.

Plastics. The Plastics line of business distributes a broad product line consisting of commodity polymer products and prime engineering resins to plastics processors engaged in blow molding, extrusion, injection molding and rotation molding via rail car, bulk truck, truckload boxes and less-than truckload quantities. The Company’s plastics products are distributed in more than 50 countries worldwide, primarily in North America, EMEA and Asia. The Plastics line of business serves a broad cross section of industrial segments, with a current focus on the healthcare and automotive end markets.

Other. The Environmental Services line of business, in connection with certain waste disposal service companies, provides customers with comprehensive hazardous and non-hazardous waste collection, recovery and arrangement for disposal services or recycling in North America, primarily in the U.S. These environmental services are offered through the Company’s network of distribution facilities which are used as transfer facilities. The Other segment also includes historical composites products sales in Asia.

The Chief Executive Officer is the Chief Operating Decision Maker. The Chief Operating Decision Maker reviews operating results in order to make decisions, assess performance and allocate resources to each line of business. In order to maintain the focus on line of business performance, certain expenses are excluded from the line of business results utilized by the Company’s Chief Operating Decision Maker in evaluating line of business performance. These expenses include depreciation and amortization, selling, general and administrative expense, corporate items such as transaction related costs, interest and income tax expense. These items are separately delineated to reconcile to reported net income. Intersegment revenues were insignificant.

Certain assets are aggregated at the line of business level. The assets attributable to the Company’s lines of business, that are reviewed by the Chief Operating Decision Maker, consist of trade accounts receivable, inventories, goodwill and any specific assets that are otherwise directly associated with a line of business. The Company’s inventory of packaging materials and containers are generally not allocated to a line of business and are included in unallocated assets.

Summarized financial information relating to the Company’s lines of business is as follows. The Successor periods in the summarized financial information for the three and nine months ended June 30, 2016 includes 22 days (June 9, 2016 through June 30, 2016) of the combined operating results, as well as the full three and nine months ended June 30, 2016 of WLRH’s operating results, which consisted primarily of transaction related costs.

	Successor						Predecessor
	Three Months Ended   June 30, 2016			Nine Months Ended   June 30, 2016			April 1 Through June 8, 2016			October 1, 2015 Through June 8, 2016			Three Months Ended June 30, 2015			Nine Months Ended June 30, 2015
Sales and operating revenues
Chemicals	$	94.2		$	94.2		$	298.7		$	1,066.4		$	482.6		$	1,503.9
Plastics	109.9			109.9			329.8			1,192.2			477.4			1,429.6
Other	10.2			10.2			21.7			81.5			28.8			85.8
Total sales and operating revenues	$	214.3		$	214.3		$	650.2		$	2,340.1		$	988.8		$	3,019.3
Gross profit
Chemicals	$	9.6		$	9.6		$	38.8		$	136.2		$	59.9		$	168.1
Plastics	6.7			6.7			32.2			117.6			44.8			113.3
Other	2.5			2.5			4.4			18.1			6.6			21.1
Total gross profit	$	18.8		$	18.8		$	75.4		$	271.9		$	111.3		$	302.5
Selling, general & administrative expenses	$	19.1		$	19.2		$	57.5		$	208.9		$	82.9		$	248.5
Transaction related costs	15.9			18.0			26.1			33.4			—			0.1
Change in fair value related to contingent consideration	(2.3		)	(2.3		)	—			—			—			—
Total operating income (loss)	(13.9		)	(16.1		)	(8.2		)	29.6			28.4			53.9
Other income	—			—			0.3			2.9			8.4			9.1
Interest income (expense)
Interest income	0.3			0.9			—			0.1			—			0.1
Interest expense	(3.2		)	(3.2		)	(11.2		)	(42.3		)	(16.2		)	(48.9		)
Income (loss) from continuing operations before income taxes	$	(16.8	)	$	(18.4	)	$	(19.1	)	$	(9.7	)	$	20.6		$	14.2

	Successor		Predecessor
	June 30, 2016		September 30, 2015
IDENTIFIABLE ASSETS
Chemicals	$	667.2	$	696.9
Plastics	726.9		530.2
Other	91.3		35.1
Total identifiable assets by segment	1,485.4		1,262.2
Unallocated assets	632.6		446.7
Total assets	$	2,118.0	$	1,708.9

Goodwill amounts by reportable segment at June 30, 2016 are based on the preliminary purchase consideration allocation of the Business Combination, which is based on preliminary valuations performed to determine the fair value of the acquired assets and assumed liabilities as of the Closing Date. Accordingly, the amounts allocated to goodwill are subject to adjustments that could have a material impact on total goodwill and goodwill by reportable segment. See Note 3.

Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale, are presented below:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended   June 30, 2015		Nine Months Ended June 30, 2015
North America	$	174.4	$	174.4	$	535.9	$	1,917.2	$	816.2	$	2,507.5
EMEA	29.3		29.3		78.8		291.9		129.7		374.1
Asia	10.6		10.6		35.5		131.0		42.9		137.7
Total	$	214.3	$	214.3	$	650.2	$	2,340.1	$	988.8	$	3,019.3

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Significant Accounting Policies and Recent Accounting Pronouncements (Policies)

9 Months Ended

Jun. 30, 2016

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The accompanying condensed consolidated financial statements include all the accounts of the Company and all wholly-owned subsidiaries in which it maintains control. Significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates, Risks, and Uncertainties

Use of Estimates, Risks, and Uncertainties

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include:

• the fair value of assets acquired and liabilities assumed in a business combination;

• the assessment of recoverability of long lived assets, including property and equipment, goodwill and intangible assets, income taxes, reserves and environmental remediation;

• the estimated useful lives of intangible and depreciable assets;

• the grant date fair value of equity-based awards;

• the recognition, measurement and valuation of current and deferred income taxes;

• the recognition and measurement of contingent consideration related to the TRA liability; and

• the recognition and measurement of contingent consideration related to the Deferred Cash Consideration.

Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions.

The Company’s financial instruments exposed to concentration of credit risk consist primarily of cash and cash equivalents. Although the Company deposits cash with multiple banks, these deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may generally be redeemed upon demand and bear minimal risks.

Cash and Cash Equivalents

Cash and Cash Equivalents

All highly liquid temporary investments with original maturities of three months or less are considered to be cash equivalents.

Accounts and Notes Receivable and Allowance for Doubtful Accounts

Accounts and Notes Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded net of discounts and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers and generally does not require collateral from its customers. The Company’s accounts receivable in the U.S. and Canada are collateral under the New Credit Facilities.

The Company records an allowance for doubtful accounts as a best estimate of the amount of probable credit losses for accounts receivable. On a recurring basis, the Company reviews this allowance and considers factors such as customer credit, past transaction history with the customer and changes in customer payment terms when determining whether the collection of a receivable is reasonably assured. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Receivables are charged off against the allowance for doubtful accounts when it is probable a receivable will not be recovered.

Inventories

Inventories

Inventories are carried at the lower of cost or market using the weighted average cost method. The Company’s inventories in the U.S. and Canada are collateral under the New Credit Facilities.

Goodwill and Intangibles

Goodwill and Intangibles

The Company had goodwill of $693.4 million at June 30, 2016 associated with the Business Combination. The Predecessor had goodwill of $373.7 million at September 30, 2015 resulting from previous acquisitions. The purchase consideration of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The estimated fair values are determined after review and consideration of relevant information including discounted cash flows, quoted market prices and estimates made by management. To the extent that the purchase consideration exceeds the fair value of the net identifiable tangible and intangible assets acquired, such excess is allocated to goodwill.

The Company had other intangible assets, net of amortization, of $216.2 million at June 30, 2016 consisting of customer relationships and the trade name. These intangible assets are amortized on a straight-line basis over their estimated useful lives, including customer relationships which are amortized over 12 years and the trade name is amortized over four years. The Predecessor had other intangible assets, net of amortization, of $111.4 million at September 30, 2015 consisting of leasehold improvements, customer-related intangibles, supplier-related intangibles, non-compete agreements and certain trademarks and trade names.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment includes plants and buildings, machinery and equipment and software and computer equipment. Property, plant and equipment acquired or constructed in the normal course of business are initially recorded at cost. Property and equipment acquired in business combinations are initially recorded at their estimated fair value. Property, plant and equipment are depreciated by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their economic useful life or their lease term. The range of useful lives used to depreciate property, plant and equipment is as follows:

	Successor	Predecessor
	Estimated Useful Lives (years)	Estimated Useful Lives (years)
Plants and buildings	5-35	5-35
Machinery and equipment	2-30	2-30
Software and computer equipment	3-10	3-10

Repairs and maintenance expenditures that do not extend the useful life of the asset are charged to expense as incurred. Major expenditures for replacements and significant improvements that increase asset values or extend useful lives are capitalized. The carrying amounts of assets that are sold or retired and the related accumulated depreciation are removed from the accounts in the year of disposal, and any resulting gain or loss is reflected in the condensed consolidated statements of operations.

Leases

Leases

The Company leases certain property, plant and equipment in the ordinary course of business. The leases are classified as either capital leases or operating leases. Assets under capital leases are included in Property, plant and equipment, net in the condensed consolidated balance sheets and are depreciated over the lesser of the lease term or the useful life of the assets. Capital lease obligations are included in Short-term borrowings, current portion of long-term debt and capital lease obligations and Long-term debt and capital lease obligations, less current portion, net in the condensed consolidated balance sheets. Generally, lease payments under capital leases are recognized as interest expense and a reduction of the capital lease obligations. Lease payments under operating leases are recognized as an expense in the condensed consolidated statements of operations on a straight-line basis over the lease term.

Impairment of Goodwill and Other Long-lived Assets

Impairment of Goodwill and Other Long-lived Assets

Goodwill.  Goodwill is tested for impairment annually as of March 31 and whenever events or circumstances make it more likely than not that an impairment may have occurred. Goodwill is reviewed for impairment at the reporting unit level, which is defined as operating segments or groupings of businesses one level below the operating segment level. The Company’s operating segments are the same as the reporting units used in its goodwill impairment test. Goodwill is tested for impairment by comparing the estimated fair value of a reporting unit, determined using a market approach if market prices are available or alternatively, a discounted cash flow model, with its carrying value. The annual evaluation of goodwill requires the use of estimates about future operating results, valuation multiples and discount rates of each reporting unit to determine their estimated fair value. Changes in these assumptions can materially affect these estimates. Once an impairment of goodwill has been recorded, it cannot be reversed. No goodwill impairment was recognized during any of the periods presented.

Other Long-Lived Assets. Property, plant and equipment and other intangibles with definite lives are tested for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. When an impairment test is performed and the undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset. The factors considered by management in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors.

Debt Issuance Costs

Debt Issuance Costs

Costs associated with the revolving credit facility are recorded as debt issuance costs, which are included in Other non-current assets in the condensed consolidated balance sheets and are being amortized as interest expense over the contractual lives of the related agreements. Costs associated with non-revolving debt facilities are recorded as a reduction of the long-term debt, and are amortized as interest expense over the contractual lives of the related agreements.

Commitments, Contingencies and Environmental Costs

Commitments, Contingencies and Environmental Costs 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Gain contingencies are not recorded until management determines it is certain that the future event will become or is realized.

Liabilities for environmental remediation costs are recognized when environmental assessments or remediation are probable and the associated costs can be reasonably estimated. Generally, the timing of these provisions coincides with the commitment to a formal plan of action or, if earlier, the divestment or closure of the relevant sites. The amount recognized reflects management’s best estimate of the expenditures expected to be required. Actual environmental expenditures that relate to current or future revenues are expensed or capitalized as appropriate. Actual expenditures that relate to an existing condition caused by past operations and that do not impact future earnings are expensed. 

Earnings per Share

Earnings or Loss per Share of Successor

Basic EPS which excludes dilution, is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common shares and the proceeds from such activities, if any, were used to acquire shares of common stock at the average market price during the reporting period. During a net loss period, the assumed exercise of in-the-money stock options and unvested stock has an anti-dilutive effect, and therefore such potential shares are excluded from the diluted EPS computation.

Per share information is based on the weighted average number of common shares outstanding during each period for the basic computation and, if dilutive, the weighted average number of potential common shares resulting from the assumed conversion of outstanding stock options, unvested stock and unvested stock units for the diluted computation.

Concentration of Credit Risk

Concentrations of Credit Risk

All of the Company’s financial instruments involve elements of credit and market risk. The most significant portion of this credit risk relates to nonperformance by counterparties. To manage counterparty risk associated with financial instruments, the Company selects and monitors counterparties based on its assessment of their financial strength and on credit ratings, if available.

Foreign Currency

Foreign Currency

The reporting currency of the Company is the U.S. dollar. With few exceptions, the local currency is the functional currency for the Company's foreign subsidiaries. In consolidating the results of operations, income and expense accounts are translated into U.S. dollars at average exchange rates in effect during the period and asset and liability accounts are translated at period-end exchange rates. Translation gains or losses are recorded in the foreign currency translation component in Accumulated other comprehensive income (loss) in shareholders’ equity and are included in net earnings only upon sale or liquidation of the underlying foreign subsidiary or affiliated company.

Revenue Recognition

Revenue Recognition

Revenues are recognized when persuasive evidence of an arrangement exists, products are shipped and title is transferred or services are provided to customers, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for product sales is recognized at the time title and risk of loss transfer to the customer, based on the terms of the sale. For products delivered under the Company’s standard shipping terms, title and risk of loss transfer when the product is delivered to the customer’s delivery site. For sales transactions designated Freight on Board shipping point, the customer assumes risk of loss and title transfers at the time of shipment. Deferred revenues may result from (i) delivery delays for products delivered under the Company’s standard shipping terms or (ii) from other arrangements with its customers. Sales are reported net of tax assessed by qualifying governmental authorities.

The Company is generally the primary obligor in sales transactions with its customers, retains inventory risk during transit and assumes credit risk for amounts billed to its customers. Accordingly, the Company recognizes revenue primarily based on the gross amount billed to its customers. In sales transactions where the Company is not the primary obligor and does not retain inventory risk, the Company recognizes revenue on a net basis by recognizing only the commission the Company retains from such sales and including that commission in sales and operating revenues in the condensed consolidated statements of operations.

Consistent with industry standards, the Company may offer volume-based rebates to large customers if the customer purchases a specified volume with the Company over a specified time period. The determination of these rebates at an interim date involves management judgment. As a result, the Company’s revenues may be affected if a customer earns a rebate toward the end of a year that the Company had not expected or if its estimate of customer purchases are less than expected. The Company has the experience and access to relevant information that the Company believes are necessary to reasonably estimate the amounts of such deductions from gross revenues. The Company regularly reviews the information related to these estimates and adjusts its reserves accordingly if and when actual experience differs from previous estimates. The Company recognizes the rebate obligation as a reduction of revenue based on its estimate of the total volume of purchases from a given customer over the specified period of time.

Supplier Rebates

Supplier Rebates

Certain of the Company's vendor arrangements provide for purchase incentives based on the Company achieving a specified volume of purchases. The Company records the volume-based purchase incentives as a reduction of inventory costs (and related cost of sales) based on its purchases to date and its estimates of purchases for the remainder of the calendar year. The Company receives these incentives in the form of rebates that are payable only when the Company's purchases equal or exceed the relevant calendar year target. Supplier rebates are recorded as a reduction of inventory costs and accrued as part of cost of sales for products sold based on progress towards earning the supplier rebates, taking into consideration cumulative purchases of inventory to date and projected purchases through the end of the applicable calendar year.

Shipping and Handling

Shipping and Handling

All shipping and handling amounts billed to customers are included in revenues. Costs incurred related to the shipping and handling of products are included in cost of sales.

Expense Recognition

Expense Recognition

Cost of sales include material and production costs, as well as the costs of inbound and outbound freight, purchasing and receiving, inspection, warehousing, internal transfers and all other distribution network costs. Selling, general and administrative expenses include sales and marketing costs, advertising, research and development, customer support, environmental remediation and administrative costs. Because products and services are generally sold without any extended warranties, liabilities for product warranties are not significant.

Income Taxes

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The provision for income taxes includes income taxes paid, currently payable or receivable, and those deferred. 

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of the net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

The Predecessor was organized as a limited liability company and was taxed as a partnership for U.S. income tax purposes. As such, with the exception of a limited number of state and local jurisdictions, the Predecessor was not subject to U.S. income taxes. Accordingly, the members of the Predecessor reported their share of the Predecessor’s taxable income on their respective U.S. federal tax returns. The Predecessor’s sole active U.S. corporate subsidiary, Sub Holding, was subject to tax at the entity level in the U.S. The net earnings for financial statement purposes differed from taxable income reportable by the Predecessor to the members as a result of differences between the tax basis and financial reporting basis of certain assets and liabilities and other factors. The Predecessor was required to make quarterly distributions to members to fund their tax obligations, if any, attributable to the Predecessor’s taxable income. In some jurisdictions, the Predecessor made such distributions in the form of tax payments paid directly to the taxing authority on behalf of its members. Controlled foreign corporations are subject to tax at the entity level in their respective jurisdictions.

Due to related party pursuant to Contingent Consideration Obligations

As described in Note 3, as part of the consideration for the Business Combination, the Company entered into the TRA and agreed to pay the Deferred Cash Consideration pursuant to the Merger Agreement.   The Company’s obligation for these contingent consideration amounts was initially measured at fair value as of the Closing Date.  The Company’s contingent consideration liabilities are required to be recorded at fair value as of the end of each reporting period with any changes in fair value recorded in operating income. Changes in the estimates and inputs used in determining the fair value of the contingent consideration could have a material impact on the amounts recognized.

Share-Based Compensation

Share-Based Compensation

The Company accounts for share-based compensation expense for equity instruments granted in exchange for employee and director services. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the vesting period of the equity award grant.

The Company’s PSU awards contain both market and performance-based conditions. At the grant date, market conditions are incorporated into the fair value measurement using a Monte Carlo simulation model under the assumptions that performance-based conditions are met and not met. The Company then determines the probability that performance-based conditions will be met and incorporates this into the grant date fair value of the award.

The compensation cost for the PSU awards is amortized over the vesting period on a straight-line basis, net of estimated forfeitures. Forfeiture rates are estimated based on consideration of historical forfeitures of the Predecessor’s actual forfeitures of its share-based compensation awards and a peer group of companies.

Recent Accounting Pronouncements Adopted and New Accounting Pronouncements Not Yet Adopted

Recent Accounting Pronouncements Adopted

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and an entity should apply existing guidance in Topic 718, Compensation-Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The Company adopted these amendments on January 1, 2016, which did not have a material impact on the Company’s financial position or results of operations.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement for an acquirer to retrospectively adjust provisional amounts recorded in a business combination to reflect new information about the facts and circumstances that existed as of the acquisition date and that, if known, would have affected measurement or recognition of amounts initially recognized. The amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The Company adopted this standard during the three months ended June 30, 2016. Any future adjustments to the amounts initially recognized for assets and liabilities acquired as a result of the Business Combination will be recognized in the period in which they are identified.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU requires an entity to classify all deferred tax assets and liabilities as noncurrent. These amendments are effective for fiscal years beginning after December 15, 2016 and interim periods within those years and early adoption is permitted. The Company adopted this standard during the three months ended June 30, 2016 on a prospective basis and its adoption did not have a material impact on the Company’s financial position or results of operations, or on the Predecessor’s financial position or results of operations for the periods presented.

In April and August 2015, the FASB issued ASU No. 2015-03 and ASU No. 2015-15, “Interest-Imputation of Interest,” respectively, to simplify the presentation of debt issuance costs. These amendments require debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the debt liability. The FASB clarified that debt issuance costs related to line-of-credit arrangements can be presented as an asset and amortized over the term of the arrangement. The Company adopted these amendments on January 1, 2016 on a retrospective basis. As a result, the Predecessor financial statements have been adjusted to reclassify $9.1 million of debt issuance costs from Other non-current assets and into Long-term debt and capital lease obligations, less current portion, net on the condensed consolidated balance sheets as of September 30, 2015.

New Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606). The amendments in this ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition and require that revenue be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-9 for all entities by one year. These amendments will be effective in annual reporting periods beginning after December 15, 2017 including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016 including interim reporting periods within that reporting period. The Company is in the process of evaluating the provisions of this ASU and assessing the potential effect on the Company’s financial position or results of operations.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in this ASU require an entity to measure inventory at the lower of cost or net realizable value, whereas guidance previously required an assessment of market value of inventory, with different possibilities as to determining market value. This ASU is effective for fiscal years beginning after December 15, 2016 and interim periods within those years and early adoption is permitted. The Company is in the process of evaluating the provisions of the ASU, but does not expect it to have a material effect on the Company’s financial position or results of operations.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU (i) requires all equity investments in unconsolidated entities other than those measured using the equity method of accounting, to be measured at fair value through earnings; (ii) when the fair value option has been elected for financial liabilities, requires that changes in fair value due to instrument specific credit risk be recognized separately in other comprehensive income and accumulated gains and losses due to these changes and will be reclassified from accumulated other comprehensive income to earnings if the liability is settled before maturity; and (iii) amends certain fair value disclosure provisions related to financial instruments carried at amortized cost. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted. The Company is in the process of evaluating the provisions of the ASU and assessing the potential effect on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires all leases with terms greater than 12 months, whether finance or operating, to be recorded on the balance sheet, reflecting a liability to make lease payments and a right-to-use asset representing the right to use the underlying asset for the lease term. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will not significantly change from current GAAP. These amendments are effective for the reporting periods beginning after December 15, 2018 with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company is in the process of evaluating the potential effects of this standard and believes it may have a significant impact on its consolidated financial statements due, in part, to its substantial number of operating lease obligations.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The updated guidance simplifies several aspects of accounting for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. This ASU is effective for interim and annual reporting periods beginning after December 15, 2016. The Company is in the process of evaluating the provisions of this ASU and assessing the potential effect on the Company’s financial position and results of operations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.  This ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  Forward-looking information will now be used to better inform credit loss estimates.  The amendments in this ASU are effective for fiscal years beginning December 15, 2020 including interim periods within those years.  Early adoption is permitted.  The Company is currently in the process of evaluating the provisions of this ASU, and assessing the potential effect on the Company’s financial position or results of operations.

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Business Combination (Tables)

9 Months Ended

Jun. 30, 2016

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The estimated purchase consideration for the Business Combination was as follows:

Cash	$	424.9
Less: cash acquired	(64.3		)
Equity(1)	276.7
Founder Shares transferred to Selling Equityholders(1)	30.2
Contingent consideration - Fair value of Deferred Cash Consideration	49.6
Contingent consideration - Fair value of TRA	94.9
Total purchase consideration(2)	$	812.0

⁽¹⁾ See Note 11.

⁽²⁾ In addition to the total purchase consideration above, the Company assumed the outstanding indebtedness of the Predecessor, including related accrued interest through the Closing Date, totaling $774.3 million. The proceeds of the New Credit Facilities were used to repay such indebtedness and accrued interest immediately following the consummation of the Business Combination.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the Company’s preliminary allocation of the purchase consideration to assets acquired and liabilities assumed at the acquisition date:

	Preliminary Purchase Consideration Allocation
Accounts receivable	$	470.0
Inventory	328.5
Other current assets	24.5
Property, plant and equipment	339.5
Customer-related intangible	197.0
Trade name	20.5
Other non-current assets	3.3
Deferred tax assets	1.2
Goodwill	695.6
Total assets acquired	2,080.1
Short-term borrowings and current portion of capital leases	40.6
Accounts payable	338.0
Other current liabilities	52.7
Long-term portion of capital leases	23.0
Long-term debt	767.3
Deferred tax liability	41.3
Other non-current liabilities	5.2
Total liabilities assumed	1,268.1
Net assets acquired	$	812.0

Schedule of unaudited consolidated pro forma financial information

The consolidated pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the Business Combination been completed on October 1, 2014.

	Three Months Ended June 30, 2016		Nine Months Ended   June 30, 2016		Three Months Ended   June 30, 2015		Nine Months Ended   June 30, 2015
Sales and operating revenues	$	864.5	$	2,554.4	$	988.8	$	3,019.3
Operating income (loss)	21.4		54.8		24.6		(28.1		)
Net income (loss) from continuing operations	6.6		14.9		13.8		(35.7		)
Net income (loss)	6.6		15.0		13.8		(36.4		)
Basic and diluted net income (loss) per share	0.09		0.19		0.18		(0.47		)

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Certain Balance Sheet Information (Tables)

9 Months Ended

Jun. 30, 2016

Certain Balance Sheet Information [Abstract]

Schedule of Cash and Cash Equivalents

These amounts included the following:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Cash held by foreign subsidiaries	$	35.4	$	54.1
Non-U.S. dollar denominated currency held by foreign subsidiaries	$	33.0	$	45.0
Currency denominated in RMB	$	8.9	$	4.7

Summary of Inventories

Inventories at June 30, 2016 and September 30, 2015 consisted of the following:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Finished products	$	317.2	$	320.9
Supplies	4.3		4.2
Total	$	321.5	$	325.1

Schedule of Other Non-Current Assets

Other non-current assets at June 30, 2016 and September 30, 2015 consisted of the following:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Debt issuance costs of revolving credit facilities	$	6.7	$	5.4
Other	3.2		3.4
Total	$	9.9	$	8.8

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Property, Plant and Equipment (Tables)

9 Months Ended

Jun. 30, 2016

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

Property, plant and equipment at June 30, 2016 and September 30, 2015 consisted of the following:

	Successor			Predecessor
	June 30, 2016			September 30, 2015
Land	$	55.7		$	41.2
Plants and buildings	93.7			78.3
Machinery and equipment (1)	135.2			167.8
Software and computer equipment	43.5			68.8
Construction in progress	14.0			12.9
Total	342.1			369.0
Less accumulated depreciation	(3.0		)	(137.8		)
Property, plant and equipment, net	$	339.1		$	231.2

⁽¹⁾ Includes $25.1 million and $13.1 million, respectively, related to equipment acquired under capital leases.

In connection with the Business Combination, property, plant and equipment of the Predecessor was adjusted to fair market value. See Note 3.

Depreciation expense recognized on the property, plant and equipment described above was as follows:

	Successor		Predecessor
	Three Months Ended   June 30, 2016	Nine Months Ended   June 30, 2016	April 1 Through June 8, 2016	October 1, 2015 Through June 8, 2016	Three Months Ended June 30, 2015	Nine Months Ended June 30, 2015
Depreciation expense	3.0	3.0	7.5	27.1	9.2	27.8

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Goodwill and Other Intangibles (Tables)

9 Months Ended

Jun. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Progression of Goodwill by Reportable Segment

The following is a progression of Successor goodwill by reportable segment: 

Successor	Chemicals			Plastics			Other		Total
Balance September 30, 2015	$	—		$	—		$	—	$	—
Business Combination	335.3			295.0			65.3		695.6
Foreign currency translation	(0.1		)	(2.1		)	—		(2.2		)
Balance at June 30, 2016	$	335.2		$	292.9		$	65.3	$	693.4

Schedule of Finite-Lived Intangible Assets

Definite-lived intangible assets at June 30, 2016 and September 30, 2015 consisted of the following: 

		Successor
		June 30, 2016
	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer-related	12	$	197.0	$	(1.0	)	$	196.0
Trade name	4	20.5		(0.3		)	20.2
Total		$	217.5	$	(1.3	)	$	216.2

		Predecessor
		September 30, 2015
	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer-related	5-14	$	121.3	$	(33.6	)	$	87.7
Supplier-related	10	17.0		(2.6		)	14.4
Leasehold interest	1-20	2.1		(1.3		)	0.8
Non-compete agreements	3-5	10.0		(4.5		)	5.5
Trademarks and trade names	2-6	6.2		(3.2		)	3.0
Total		$	156.6	$	(45.2	)	$	111.4

Schedule of Amortization Expense

Amortization expense recognized on the intangible assets described above was as follows:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended June 30, 2015		Nine Months Ended June 30, 2015
Amortization expense	$	1.3	$	1.3	$	2.8	$	10.6	$	3.9	$	11.8

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Debt (Tables)

9 Months Ended

Jun. 30, 2016

Debt Disclosure [Abstract]

Summary of short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations

Short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations at June 30, 2016 and September 30, 2015 are summarized below:

	Successor		Predecessor
	June 30, 2016		September 30, 2015
Short-term borrowings	$	41.0	$	34.9
Current portion of long-term debt and capital lease obligations	9.0		37.5
Total short-term borrowings and current portion of long-term debt and capital lease obligations, net	$	50.0	$	72.4

Summary of long-term debt outstanding

Long-term debt outstanding at June 30, 2016 and September 30, 2015 is summarized below:

	Successor			Predecessor
	June 30, 2016			September 30, 2015
New ABL Facility	$	131.1		$	—
New Term Loan Facility	655.0			—
Predecessor ABL Facility	—			85.5
Predecessor Term Loan Facility	—			647.2
Notes	—			159.2
Capital lease obligations (1)	25.2			12.7
Total long-term debt	811.3			904.6
Less: unamortized debt discount (2)	(3.3		)	(3.6		)
Less: debt issuance costs(3)	(18.4		)	(9.1		)
Less: current portion of long-term debt and capital lease obligations	(9.0		)	(37.5		)
Long-term debt and capital lease obligations, less current portion, net	$	780.6		$	854.4

⁽¹⁾  Capital lease obligations exclude executory costs and interest payments associated with the underlying leases. See “Capital Lease Obligations” below.

⁽²⁾  At June 30, 2016, included $3.3 million of unamortized debt discount related to the New Term Loan Facility for the Successor. At September 30, 2015, included $1.9 million of unamortized debt discount related to the Predecessor’s Term Loan Facility, with the remainder related to the Notes. Debt discount is amortized to interest expense over the life of the respective instruments using the effective interest rate method.

⁽³⁾  See discussion below under New Term Loan Facility and Debt Issuance Cost Amortization and Note 2 related to the adoption of ASU 2015-03 and ASU 2015-15.

Short-term borrowings associated with operations in China

Short-term borrowings are associated with the Company’s operations in China and are summarized below:

	Facility Limit		Outstanding Borrowings Balance		Weighted Average Interest Rate on Borrowings	Outstanding LOC and Bankers’ Acceptance Bills		Remaining Availability
June 30, 2016 - Successor
Bank of America - China (1)	$	28.8	$	27.2	3.7%	$	—	$	1.6
Bank of Communications - China (2)	22.6		13.8		5.3%	8.5		0.3
Total	$	51.4	$	41.0		$	8.5	$	1.9
September 30, 2015 - Predecessor
Bank of America - China	$	23.8	$	23.0	3.5%	$	—	$	0.8
Bank of Communications - China	23.6		11.9		6.1%	7.1		4.6
Total	$	47.4	$	34.9		$	7.1	$	5.4

⁽¹⁾   The borrowing limit of this facility is denominated in U.S. dollars. This line of credit is secured by a standby letter of credit drawn on the New ABL Facility covering at least 110% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance.

⁽²⁾ The borrowing limit of this facility is denominated in RMB. This line of credit is secured by a standby letter of credit drawn on the New ABL Facility covering at least 100% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance.

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Derivatives Derivatives (Tables)

9 Months Ended

Jun. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments, Gain (Loss)

Gains and losses net of reclassifications into income related to the Predecessor’s interest rate swaps were as follows:

		Predecessor
	Recorded to	April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended   June 30, 2015		Nine Months Ended   June 30, 2015
Realized loss	Interest expense	$	0.1	$	0.3	$	0.1	$	0.4
Unrealized gain	Other comprehensive income	$	0.1	$	0.3	$	—	$	0.1

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Share-based Compensation (Tables)

9 Months Ended

Jun. 30, 2016

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Retirement Plan Contributions

The following summarizes contributions to the plans described above:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended June 30, 2015		Nine Months Ended June 30, 2015
Contributions recorded as a component of cost of sales and operating expenses	$	0.2	$	0.2	$	0.8	$	2.7	$	1.0	$	3.0
Contributions recorded as a component of selling, general and administrative expenses	0.4		0.4		1.5		4.8		1.6		5.1
Total contributions	$	0.6	$	0.6	$	2.3	$	7.5	$	2.6	$	8.1

Summary of Equity Plan Activity

The following table summarizes Series B unit activity during the period from October 1, 2015 through June 8, 2016:

	Units		Average Grant Date Fair Value Per Unit
Outstanding at September 30, 2015	38,466,624		$	0.28
Granted	1,028,571		0.16
Forfeited/Canceled	(1,597,000	)	0.25
Outstanding at June 8, 2016	37,898,195		$	0.22

Summary of Non-Vested Equity Plan Units

The following table summarizes non-vested Series B unit activity during the period from October 1, 2015 through June 8, 2016:

	Units		Average Grant Date Fair Value Per Unit
Nonvested at September 30, 2015	23,116,625		$	0.26
Granted	1,028,571		0.16
Vested	(19,871,696	)	0.16
Forfeited	(1,345,000	)	0.23
Nonvested at June 8, 2016	2,928,500		$	0.26

Performance Shares

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation Activity

The following table summarizes PSU activity during the nine months ended June 30, 2016:

	Units	Average Grant Date Fair Value Per Unit
Unvested PSUs at September 30, 2015	—	$	—
Grants	1,547,500	9.13
Vested	—	—
Forfeited/Canceled	—	—
Unvested PSUs at June 30, 2016	1,547,500	$	9.13

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Earnings per Share (Tables)

9 Months Ended

Jun. 30, 2016

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

A reconciliation of the numerators and denominators of the basic and diluted per share computation follows. No such computation is necessary for the Predecessor periods as the Predecessor was organized as a limited liability company and did not have publicly traded shares.

	Successor
	Three Months Ended   June 30, 2016			Nine Months Ended   June 30, 2016
Basic:
Net loss	$	(15.5	)	$	(17.1	)
Weighted average number of common shares outstanding during the period	34,072,056			21,241,897
Net loss per common share - basic	$	(0.45	)	$	(0.81	)
Diluted:
Net loss	$	(15.5	)	$	(17.1	)
Denominator for diluted earnings per share:
Weighted average number of common shares outstanding during the period	34,072,056			21,241,897
Incremental common shares attributable to outstanding dilutive options and unvested restricted shares	—			—
Denominator for diluted earnings per common share	34,072,056			21,241,897
Net loss per common share - diluted	$	(0.45	)	$	(0.81	)

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Related Party Activity (Tables)

9 Months Ended

Jun. 30, 2016

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

The table below summarizes activity recorded during the respective periods related to the items described above:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended   June 30, 2015		Nine Months Ended   June 30, 2015
Sales to TPG related entities	$	0.3	$	0.3	$	1.3	$	3.1	$	1.6	$	7.1
Amounts included in Selling, general and administrative expenses
Management fees to TPG	$	—	$	—	$	0.5	$	2.1	$	1.1	$	2.5
Consulting fees to TPG	$	—	$	—	$	0.2	$	0.4	$	0.2	$	0.7
Amounts included in Transaction related costs
Fee paid in connection with the Business Combination	$	—	$	—	$	9.9	$	9.9	$	—	$	—

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Segment and Geographic Data (Tables)

9 Months Ended

Jun. 30, 2016

Segment Reporting [Abstract]

Summary of financial information

Summarized financial information relating to the Company’s lines of business is as follows. The Successor periods in the summarized financial information for the three and nine months ended June 30, 2016 includes 22 days (June 9, 2016 through June 30, 2016) of the combined operating results, as well as the full three and nine months ended June 30, 2016 of WLRH’s operating results, which consisted primarily of transaction related costs.

	Successor						Predecessor
	Three Months Ended   June 30, 2016			Nine Months Ended   June 30, 2016			April 1 Through June 8, 2016			October 1, 2015 Through June 8, 2016			Three Months Ended June 30, 2015			Nine Months Ended June 30, 2015
Sales and operating revenues
Chemicals	$	94.2		$	94.2		$	298.7		$	1,066.4		$	482.6		$	1,503.9
Plastics	109.9			109.9			329.8			1,192.2			477.4			1,429.6
Other	10.2			10.2			21.7			81.5			28.8			85.8
Total sales and operating revenues	$	214.3		$	214.3		$	650.2		$	2,340.1		$	988.8		$	3,019.3
Gross profit
Chemicals	$	9.6		$	9.6		$	38.8		$	136.2		$	59.9		$	168.1
Plastics	6.7			6.7			32.2			117.6			44.8			113.3
Other	2.5			2.5			4.4			18.1			6.6			21.1
Total gross profit	$	18.8		$	18.8		$	75.4		$	271.9		$	111.3		$	302.5
Selling, general & administrative expenses	$	19.1		$	19.2		$	57.5		$	208.9		$	82.9		$	248.5
Transaction related costs	15.9			18.0			26.1			33.4			—			0.1
Change in fair value related to contingent consideration	(2.3		)	(2.3		)	—			—			—			—
Total operating income (loss)	(13.9		)	(16.1		)	(8.2		)	29.6			28.4			53.9
Other income	—			—			0.3			2.9			8.4			9.1
Interest income (expense)
Interest income	0.3			0.9			—			0.1			—			0.1
Interest expense	(3.2		)	(3.2		)	(11.2		)	(42.3		)	(16.2		)	(48.9		)
Income (loss) from continuing operations before income taxes	$	(16.8	)	$	(18.4	)	$	(19.1	)	$	(9.7	)	$	20.6		$	14.2

	Successor		Predecessor
	June 30, 2016		September 30, 2015
IDENTIFIABLE ASSETS
Chemicals	$	667.2	$	696.9
Plastics	726.9		530.2
Other	91.3		35.1
Total identifiable assets by segment	1,485.4		1,262.2
Unallocated assets	632.6		446.7
Total assets	$	2,118.0	$	1,708.9

Schedule of revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale

Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale, are presented below:

	Successor				Predecessor
	Three Months Ended   June 30, 2016		Nine Months Ended   June 30, 2016		April 1 Through June 8, 2016		October 1, 2015 Through June 8, 2016		Three Months Ended   June 30, 2015		Nine Months Ended June 30, 2015
North America	$	174.4	$	174.4	$	535.9	$	1,917.2	$	816.2	$	2,507.5
EMEA	29.3		29.3		78.8		291.9		129.7		374.1
Asia	10.6		10.6		35.5		131.0		42.9		137.7
Total	$	214.3	$	214.3	$	650.2	$	2,340.1	$	988.8	$	3,019.3

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Basis of Presentation and Nature of Operations (Details) product in Thousands, fleet_unit in Thousands, $ in Millions	1 Months Ended	9 Months Ended
	Jun. 30, 2014 USD ($)	Jun. 30, 2016 employee customer distributioncenter fleet_unit product country supplier
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Proceeds from issuance initial public offering | $	$ 500.0
Number of suppliers | supplier		1,300
Number of customers served | customer		27,500
Number of products | product		23
Number of countries products distributed in (more than) | country		80
Number of distribution centers | distributioncenter		170
Number of units in private fleet | fleet_unit		1
Number of employees | employee		2,550

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Significant Accounting Policies and Recent Accounting Pronouncements (Details)	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Jun. 08, 2016 USD ($)	Jun. 30, 2016 USD ($) supplier	Jun. 30, 2015 USD ($) supplier	Sep. 30, 2015 USD ($)
Accounting Policies [Line Items]
Concentration risk, number of suppliers | supplier					2	1
Threshold period past due for review of collectability					90 days
Goodwill impairment					$ 0
Minimum | Certain Nexeo Plaschem Customers
Accounting Policies [Line Items]
Threshold period for customers to remit payment					30 days
Maximum | Certain Nexeo Plaschem Customers
Accounting Policies [Line Items]
Threshold period for customers to remit payment					9 months
Successor
Accounting Policies [Line Items]
Concentration risk, percentage					10.00%
Accounts and notes receivable, net		$ 475,900,000			$ 475,900,000
Allowance for doubtful accounts		100,000			100,000
Debt expense		100,000			100,000
Goodwill		693,400,000			693,400,000		$ 0
Finite-lived intangible assets		216,200,000			216,200,000
Goodwill impairment		0
Net foreign currency transaction losses		(400,000)
Customer rebates					600,000
Customer rebates payable		3,600,000			3,600,000
Suppliers rebates					500,000
Advertising expense		0			0
Research and development expense		0			0
Successor | Certain Nexeo Plaschem Customers
Accounting Policies [Line Items]
Accounts and notes receivable, net		7,000,000			$ 7,000,000
Successor | Plants and buildings | Minimum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					5 years
Successor | Plants and buildings | Maximum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					35 years
Successor | Machinery and equipment | Minimum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					2 years
Successor | Machinery and equipment | Maximum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					30 years
Successor | Software and computer equipment | Minimum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					3 years
Successor | Software and computer equipment | Maximum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					10 years
Predecessor
Accounting Policies [Line Items]
Concentration risk, percentage					13.00%	13.00%
Accounts and notes receivable, net							508,700,000
Allowance for doubtful accounts							3,800,000
Debt expense	$ 100,000		$ 400,000	$ 1,200,000		$ 300,000
Goodwill							373,700,000
Finite-lived intangible assets							111,400,000
Goodwill impairment	0		0	0		0
Net foreign currency transaction losses	(1,300,000)		(300,000)	(1,600,000)		(900,000)
Customer rebates	1,100,000		1,100,000	4,000,000		3,900,000
Customer rebates payable							4,000,000
Suppliers rebates	1,800,000	3,400,000		6,500,000	$ 11,200,000
Supplier rebates due to company		$ 2,400,000			$ 2,400,000		3,400,000
Advertising expense	500,000		400,000	1,300,000		1,700,000
Research and development expense	$ 0		$ 0	$ 0		$ 0
Predecessor | Certain Nexeo Plaschem Customers
Accounting Policies [Line Items]
Accounts and notes receivable, net							$ 4,500,000
Predecessor | Plants and buildings | Minimum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					5 years
Predecessor | Plants and buildings | Maximum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					35 years
Predecessor | Machinery and equipment | Minimum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					2 years
Predecessor | Machinery and equipment | Maximum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					30 years
Predecessor | Software and computer equipment | Minimum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					3 years
Predecessor | Software and computer equipment | Maximum
Accounting Policies [Line Items]
Property, plant and equipment, useful life (years)					10 years

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Significant Accounting Policies and Recent Accounting Pronouncements - Antidilutive Shares (Details)	3 Months Ended	9 Months Ended
	Jun. 30, 2016 shares	Jun. 30, 2016 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants (in shares)	50,025,000	50,025,000
Founders Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	12,476,250	12,476,250
Performance Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,547,500	1,547,500
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	25,012,500	25,012,500

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Significant Accounting Policies and Recent Accounting Pronouncements - Recent Accounting Pronouncements Adopted (Details) - USD ($) $ in Millions	Jun. 30, 2016	Sep. 30, 2015
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred finance costs	$ 18.4	$ 9.1
Long-term Debt | Predecessor | Accounting Standards Update 2015-03
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred finance costs		9.1
Other Noncurrent Assets | Predecessor | Accounting Standards Update 2015-03
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred finance costs		$ (9.1)

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Business Combination - Narrative (Details)			1 Months Ended	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 09, 2016 USD ($) location merger	Jun. 30, 2016 USD ($) day $ / shares shares	Jun. 08, 2016 USD ($)	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 30, 2015 USD ($)	Jun. 08, 2016 USD ($)	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 30, 2015 USD ($)	Jun. 11, 2014 USD ($)
Business Acquisition [Line Items]
Transaction related costs		$ 18,300,000								$ 28,500,000
Warrants outstanding (in shares) | shares	50,025,000		50,025,000		50,025,000			50,025,000
Nexeo Solutions Inc.
Business Acquisition [Line Items]
Number of mergers | merger		2
Working capital adjustment period		75 days
Payment by the Company to Selling Equityholders of percentage of net cash tax savings			85.00%
Percentage of net cash tax savings retained by the Company			15.00%
Contingent consideration - Fair value of TRA	$ 95,500,000	$ 94,900,000
Expected Benefit period of TRA			20 years
Accounts receivable fair value adjustment	$ 4,200,000		$ 4,200,000		$ 4,200,000			$ 4,200,000
Inventory fair value step up					6,900,000			13,800,000
Inventory sell-off period	2 months
Number of real estate properties | location		42
Number of leased locations | location		11
Property, plant and equipment fair value adjustment		$ 107,300,000
Expected tax deductible goodwill amount	$ 284,600,000		284,600,000		284,600,000			284,600,000
Net loss					214,300,000			$ 1,400,000
Weighted average number of shares outstanding, basic and diluted (in shares) | shares								76,746,168
Nexeo Solutions Inc. | Minimum
Business Acquisition [Line Items]
Undiscounted cash flows associated with the TRA liability	190,000,000.0		190,000,000.0		190,000,000.0			$ 190,000,000.0
Nexeo Solutions Inc. | Maximum
Business Acquisition [Line Items]
Undiscounted cash flows associated with the TRA liability	$ 230,000,000.0		$ 230,000,000.0		$ 230,000,000.0			$ 230,000,000.0
Nexeo Solutions Inc. | Selling Equityholders
Business Acquisition [Line Items]
Number of trading days to meet condition | day			20
Number of consecutive trading days	30 days
Share price (USD per share) | $ / shares	$ 15.00		$ 15.00		$ 15.00			$ 15.00
Founders Shares
Business Acquisition [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares) | shares					12,476,250			12,476,250
Performance Shares
Business Acquisition [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares) | shares					1,547,500			1,547,500
Warrant
Business Acquisition [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares) | shares					25,012,500			25,012,500
Customer-related intangible | Nexeo Solutions Inc.
Business Acquisition [Line Items]
Intangible asset, amortization period (years)		12 years						12 years
Finite-lived intangible assets		$ 197,000,000
Trade names | Nexeo Solutions Inc.
Business Acquisition [Line Items]
Intangible asset, amortization period (years)		4 years						4 years
Finite-lived intangible assets		$ 20,500,000
Successor
Business Acquisition [Line Items]
Transaction related costs					$ 15,900,000			$ 18,000,000
Transaction related costs	$ 25,300,000		$ 25,300,000		25,300,000			25,300,000
Successor | Nexeo Solutions Inc.
Business Acquisition [Line Items]
Transaction related costs					15,900,000			18,000,000
Predecessor
Business Acquisition [Line Items]
Transaction related costs				$ 26,100,000		$ 0	$ 33,400,000		$ 100,000
Predecessor | Nexeo Solutions Inc.
Business Acquisition [Line Items]
Transaction related costs				$ 26,100,000			$ 33,400,000
Transaction related costs	$ 9,300,000		$ 9,300,000		$ 9,300,000			$ 9,300,000

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Business Combination - Purchase Consideration (Details) - Nexeo Solutions Inc. - USD ($) $ in Millions	Jun. 30, 2016	Jun. 09, 2016
Business Acquisition [Line Items]
Cash		$ 424.9
Less: cash acquired		(64.3)
Equity		276.7
Founder Shares transferred to Selling Equityholders		30.2
Contingent consideration - Fair value of Deferred Cash Consideration	$ 46.7	49.6
Contingent consideration - Fair value of TRA	$ 95.5	94.9
Total purchase consideration		812.0
Assumed liabilities		$ 774.3

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Business Combination - Purchase Price Allocation (Details) - Nexeo Solutions Inc. $ in Millions	Jun. 09, 2016 USD ($)
Business Acquisition [Line Items]
Accounts receivable	$ 470.0
Inventory	328.5
Other current assets	24.5
Property, plant and equipment	339.5
Other non-current assets	3.3
Deferred tax assets	1.2
Goodwill	695.6
Total assets acquired	2,080.1
Short-term borrowings and current portion of capital leases	40.6
Accounts payable	338.0
Other current liabilities	52.7
Long-term portion of capital leases	23.0
Long-term debt	767.3
Deferred tax liability	41.3
Other non-current liabilities	5.2
Total liabilities assumed	1,268.1
Net assets acquired	812.0
Customer-related intangible
Business Acquisition [Line Items]
Finite-lived intangible assets	197.0
Trade name
Business Acquisition [Line Items]
Finite-lived intangible assets	$ 20.5

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Business Combination - Pro Forma Operating Results (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Business Combinations [Abstract]
Sales and operating revenues	$ 864.5	$ 988.8	$ 2,554.4	$ 3,019.3
Operating income (loss)	21.4	24.6	54.8	(28.1)
Net income (loss) from continuing operations	6.6	13.8	14.9	(35.7)
Net income (loss)	$ 6.6	$ 13.8	$ 15.0	$ (36.4)
Basic and diluted net income (loss) per share (USD per share)	$ 0.09	$ 0.18	$ 0.19	$ (0.47)

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Certain Balance Sheet Information - Cash and Cash Equivalents (Details) - USD ($) $ in Millions	Jun. 30, 2016	Jun. 08, 2016	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2014
Successor
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 38.6		$ 0.2
Successor | China | RMB
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	8.9
Successor | Subsidiaries | Outside of the United States
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	35.4
Successor | Subsidiaries | Outside of the United States | Currencies other than U.S. dollar
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 33.0
Predecessor
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		$ 64.3	127.7	$ 89.0	$ 88.2
Predecessor | China | RMB
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents			4.7
Predecessor | Subsidiaries | Outside of the United States
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents			54.1
Predecessor | Subsidiaries | Outside of the United States | Currencies other than U.S. dollar
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents			$ 45.0

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Certain Balance Sheet Information - Inventories (Details) - USD ($) $ in Millions	Jun. 30, 2016	Sep. 30, 2015
Successor
Summary of Inventories
Finished products	$ 317.2
Supplies	4.3
Total	$ 321.5
Predecessor
Summary of Inventories
Finished products		$ 320.9
Supplies		4.2
Total		$ 325.1

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Certain Balance Sheet Information - Other Non-Current Assets (Details) - USD ($) $ in Millions	Jun. 30, 2016	Sep. 30, 2015
Successor
Other Non-current Assets [Line Items]
Debt issuance costs of revolving credit facilities	$ 6.7
Other	3.2
Total	$ 9.9
Predecessor
Other Non-current Assets [Line Items]
Debt issuance costs of revolving credit facilities		$ 5.4
Other		3.4
Total		$ 8.8

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Certain Balance Sheet Information - Narrative (Details) - USD ($) $ in Millions	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 09, 2016	Jun. 11, 2014
Line of Credit Facility [Line Items]
Debt issuance cost							$ 18.3	$ 28.5
Amortization of debt discount					$ 0.6
New ABL Facility
Line of Credit Facility [Line Items]
Debt issuance cost		$ 6.8			6.8
New Term Loan Facility
Line of Credit Facility [Line Items]
Debt issuance cost		18.5			18.5
Successor
Line of Credit Facility [Line Items]
Debt issuance cost		25.3			25.3
Successor | New ABL Facility
Line of Credit Facility [Line Items]
Amortization of financing costs		0.1			0.1
Successor | New Term Loan Facility
Line of Credit Facility [Line Items]
Amortization of financing costs		0.1			0.1
Predecessor | New ABL Facility
Line of Credit Facility [Line Items]
Amortization of financing costs	$ 0.6		$ 0.8	$ 2.1		$ 2.3
Predecessor | New Term Loan Facility
Line of Credit Facility [Line Items]
Amortization of financing costs	$ 0.8		$ 1.0	$ 3.0		$ 3.1
Business Acquisition | Predecessor
Line of Credit Facility [Line Items]
Debt issuance cost		$ 9.3			$ 9.3

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Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Millions	Jun. 30, 2016	Sep. 30, 2015
Property, Plant and Equipment [Line Items]
Equipment acquired under capital leases	$ 25.1	$ 13.1
Successor
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	342.1
Less accumulated depreciation	(3.0)
Property, plant and equipment, net	339.1
Successor | Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	55.7
Successor | Plants and buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	93.7
Successor | Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	135.2
Successor | Software and computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	43.5
Successor | Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 14.0
Predecessor
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		369.0
Less accumulated depreciation		(137.8)
Property, plant and equipment, net		231.2
Predecessor | Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		41.2
Predecessor | Plants and buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		78.3
Predecessor | Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		167.8
Predecessor | Software and computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		68.8
Predecessor | Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		$ 12.9

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Property, Plant and Equipment - Depreciation Expense (Details) - USD ($) $ in Millions	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015
Successor
Property, Plant and Equipment [Line Items]
Depreciation		$ 3.0			$ 3.0
Predecessor
Property, Plant and Equipment [Line Items]
Depreciation	$ 7.5		$ 9.2	$ 27.1		$ 27.8

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Property, Plant and Equipment - Additional Information (Details) $ in Millions	1 Months Ended		9 Months Ended
	Mar. 31, 2016 lease_renewal_option	May 31, 2015 USD ($) tractor	Jun. 30, 2016 USD ($) facility
Property, Plant and Equipment [Line Items]
Number of facilities for sale | facility			1
2015 Ryder Lease | Ryder
Property, Plant and Equipment [Line Items]
Number of rental units covered in lease (in tractors) | tractor		202
Capital leases, term		7 years
Minimum annual payments		$ 5.5
New Facility Lease
Property, Plant and Equipment [Line Items]
Lease term, years	15 years
Future rental payments			$ 1.1
Annual rent escalation, percent	2.50%
Number of lease renewal options | lease_renewal_option	3
Lease renewal term, years	5 years

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Goodwill and Other Intangibles - Goodwill by Reportable Segment (Details) $ in Millions	9 Months Ended
	Jun. 30, 2016 USD ($)
Successor
Goodwill
Balance at September 30, 2015	$ 0.0
Business Combination	695.6
Foreign currency translation	(2.2)
Balance at June 8, 2016	693.4
Successor | Chemicals
Goodwill
Balance at September 30, 2015	0.0
Business Combination	335.3
Foreign currency translation	(0.1)
Balance at June 8, 2016	335.2
Successor | Plastics
Goodwill
Balance at September 30, 2015	0.0
Business Combination	295.0
Foreign currency translation	(2.1)
Balance at June 8, 2016	292.9
Successor | Other
Goodwill
Balance at September 30, 2015	0.0
Business Combination	65.3
Foreign currency translation	0.0
Balance at June 8, 2016	65.3
Predecessor
Goodwill
Balance at September 30, 2015	373.7
Predecessor | Chemicals
Goodwill
Balance at September 30, 2015	269.7
Predecessor | Plastics
Goodwill
Balance at September 30, 2015	91.5
Predecessor | Other
Goodwill
Balance at September 30, 2015	$ 12.5

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Goodwill and Other Intangibles - Definite-Lived Intangible Assets (Details) - USD ($) $ in Millions	Jun. 30, 2016	Sep. 30, 2015
Successor
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 217.5
Accumulated Amortization	(1.3)
Net Carrying Amount	$ 216.2
Successor | Customer-related
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	12 years
Gross Carrying Amount	$ 197.0
Accumulated Amortization	(1.0)
Net Carrying Amount	$ 196.0
Successor | Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	4 years
Gross Carrying Amount	$ 20.5
Accumulated Amortization	(0.3)
Net Carrying Amount	$ 20.2
Predecessor
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 156.6
Accumulated Amortization		(45.2)
Net Carrying Amount		111.4
Predecessor | Customer-related
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		121.3
Accumulated Amortization		(33.6)
Net Carrying Amount		$ 87.7
Predecessor | Customer-related | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)		5 years
Predecessor | Customer-related | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)		14 years
Predecessor | Supplier-related
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)		10 years
Gross Carrying Amount		$ 17.0
Accumulated Amortization		(2.6)
Net Carrying Amount		14.4
Predecessor | Leasehold interest
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		2.1
Accumulated Amortization		(1.3)
Net Carrying Amount		$ 0.8
Predecessor | Leasehold interest | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)		1 year
Predecessor | Leasehold interest | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)		20 years
Predecessor | Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 10.0
Accumulated Amortization		(4.5)
Net Carrying Amount		$ 5.5
Predecessor | Non-compete agreements | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)		3 years
Predecessor | Non-compete agreements | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)		5 years
Predecessor | Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 6.2
Accumulated Amortization		(3.2)
Net Carrying Amount		$ 3.0
Predecessor | Trademarks and trade names | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)		2 years
Predecessor | Trademarks and trade names | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)		6 years

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Goodwill and Other Intangibles - Amortization Expense (Details) - USD ($) $ in Millions	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015
Finite-Lived Intangible Assets [Line Items]
Expected amortization expense, 2017		$ 21.5			$ 21.5
Expected amortization expense, 2018		21.5			21.5
Expected amortization expense, 2019		21.5			21.5
Expected amortization expense, 2020		19.9			19.9
Expected amortization expense, 2021		16.4			16.4
Successor
Finite-Lived Intangible Assets [Line Items]
Amortization expense		$ 1.3			$ 1.3
Predecessor
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 2.8		$ 3.9	$ 10.6		$ 11.8

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Debt - Summary of Short-Term Debt (Details) - USD ($) $ in Millions	Jun. 30, 2016	Sep. 30, 2015
Short-term Debt [Line Items]
Current portion of long-term debt and capital lease obligations	$ 9.0	$ 37.5
Successor
Short-term Debt [Line Items]
Short-term borrowings	41.0
Current portion of long-term debt and capital lease obligations	9.0
Total short-term borrowings and current portion of long-term debt and capital lease obligations, net	$ 50.0
Predecessor
Short-term Debt [Line Items]
Short-term borrowings		34.9
Current portion of long-term debt and capital lease obligations		37.5
Total short-term borrowings and current portion of long-term debt and capital lease obligations, net		$ 72.4

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Debt - Long-Term Debt Outstanding (Details) - USD ($) $ in Millions	Jun. 30, 2016	Sep. 30, 2015
Long-term debt
Total long-term debt	$ 811.3	$ 904.6
Less: unamortized debt discount	(3.3)	(3.6)
Less: debt issuance costs	(18.4)	(9.1)
Less: current portion of long-term debt and capital lease obligations	(9.0)	(37.5)
Long-term debt and capital lease obligations, less current portion, net	780.6	854.4
Predecessor ABL Facility
Long-term debt
Total long-term debt	0.0	85.5
Predecessor Term Loan Facility
Long-term debt
Total long-term debt	0.0	647.2
Less: unamortized debt discount		(1.9)
Notes
Long-term debt
Total long-term debt	0.0	159.2
Capital lease obligations
Long-term debt
Total long-term debt	25.2	12.7
New ABL Facility
Long-term debt
Total long-term debt	131.1	0.0
New Term Loan Facility
Long-term debt
Total long-term debt	655.0	$ 0.0
Less: unamortized debt discount	(3.3)
Successor
Long-term debt
Less: current portion of long-term debt and capital lease obligations	(9.0)
Long-term debt and capital lease obligations, less current portion, net	780.6
Successor | New Term Loan Facility
Long-term debt
Less: unamortized debt discount	$ (3.3)

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Debt - Short-term Borrowings Associated with Operations in China (Details) - USD ($) $ in Millions	Jun. 30, 2016	Sep. 30, 2015
Successor | Nexeo Plaschem
Debt Instrument [Line Items]
Facility Limit	$ 51.4
Outstanding Borrowings Balance	41.0
Remaining Availability	1.9
Successor | Nexeo Plaschem | Bank of America - China
Debt Instrument [Line Items]
Facility Limit	28.8
Outstanding Borrowings Balance	$ 27.2
Weighted Average Interest Rate on Borrowings	3.70%
Remaining Availability	$ 1.6
Successor | Nexeo Plaschem | Bank of Communications - China
Debt Instrument [Line Items]
Facility Limit	22.6
Outstanding Borrowings Balance	$ 13.8
Weighted Average Interest Rate on Borrowings	5.30%
Remaining Availability	$ 0.3
Successor | Outstanding LOC and Bankers’ Acceptance Bills | Nexeo Plaschem
Debt Instrument [Line Items]
Outstanding LOC and Bankers’ Acceptance Bills	8.5
Successor | Outstanding LOC and Bankers’ Acceptance Bills | Nexeo Plaschem | Bank of America - China
Debt Instrument [Line Items]
Outstanding LOC and Bankers’ Acceptance Bills	0.0
Successor | Outstanding LOC and Bankers’ Acceptance Bills | Nexeo Plaschem | Bank of Communications - China
Debt Instrument [Line Items]
Outstanding LOC and Bankers’ Acceptance Bills	$ 8.5
Predecessor | Nexeo Plaschem
Debt Instrument [Line Items]
Facility Limit		$ 47.4
Outstanding Borrowings Balance		34.9
Remaining Availability		5.4
Predecessor | Nexeo Plaschem | Bank of America - China
Debt Instrument [Line Items]
Facility Limit		23.8
Outstanding Borrowings Balance		$ 23.0
Weighted Average Interest Rate on Borrowings		3.50%
Remaining Availability		$ 0.8
Predecessor | Nexeo Plaschem | Bank of Communications - China
Debt Instrument [Line Items]
Facility Limit		23.6
Outstanding Borrowings Balance		$ 11.9
Weighted Average Interest Rate on Borrowings		6.10%
Remaining Availability		$ 4.6
Predecessor | Outstanding LOC and Bankers’ Acceptance Bills | Nexeo Plaschem
Debt Instrument [Line Items]
Outstanding LOC and Bankers’ Acceptance Bills		7.1
Predecessor | Outstanding LOC and Bankers’ Acceptance Bills | Nexeo Plaschem | Bank of America - China
Debt Instrument [Line Items]
Outstanding LOC and Bankers’ Acceptance Bills		0.0
Predecessor | Outstanding LOC and Bankers’ Acceptance Bills | Nexeo Plaschem | Bank of Communications - China
Debt Instrument [Line Items]
Outstanding LOC and Bankers’ Acceptance Bills		7.1
Asset Based Loan [Member] | Nexeo Plaschem | Bank of America - China
Debt Instrument [Line Items]
Line of credit facility collateral coverage	110.00%
Asset Based Loan [Member] | Nexeo Plaschem | Bank of Communications - China
Debt Instrument [Line Items]
Line of credit facility collateral coverage	100.00%
Asset Based Loan [Member] | Predecessor
Debt Instrument [Line Items]
Remaining Availability		$ 321.4

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Debt - Short Term Borrowings Narrative (Details) - Nexeo Plaschem - USD ($)	Jun. 30, 2016	Sep. 30, 2015
Short-term Debt [Line Items]
Pledged receivables	$ 0	$ 0
Notes Receivable
Short-term Debt [Line Items]
Pledged receivables	0	0
Bankers Acceptance
Short-term Debt [Line Items]
Pledged receivables	0	0
Line of Credit [Member]
Short-term Debt [Line Items]
Short-term Debt	$ 0	$ 0

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Debt - Long-Term Debt Narrative (Details)		1 Months Ended	2 Months Ended	3 Months Ended			8 Months Ended	9 Months Ended		12 Months Ended
	Jun. 09, 2016 USD ($) tranche	Jun. 30, 2016 USD ($)	Jun. 08, 2016 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Jun. 30, 2015 USD ($)	Jun. 08, 2016 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 11, 2014 USD ($)
Long-term debt
Eligible accounts receivable for monthly credit		90.00%
Eligible inventory for monthly credit		85.00%
Cash and cash equivalents held in blocked accounts		100.00%
Debt issuance cost	$ 18,300,000										$ 28,500,000
Debt instrument, unamortized discount		$ 3,300,000		$ 3,300,000				$ 3,300,000		$ 3,600,000
Long-term debt		811,300,000		811,300,000				811,300,000		904,600,000
Ryder | 2015 Ryder Lease
Long-term debt
Capital lease, future annual executory costs		2,100,000		2,100,000				2,100,000
Capital lease, aggregate executory costs		13,200,000		13,200,000				13,200,000
Capital lease, aggregate future interest payments		4,700,000		4,700,000				4,700,000
Ryder | 2015 Ryder Lease | Minimum
Long-term debt
Annual interest payments		300,000		300,000				300,000
Ryder | 2015 Ryder Lease | Maximum
Long-term debt
Annual interest payments		1,000,000		1,000,000				1,000,000
Predecessor ABL Facility
Long-term debt
Long-term debt		0		0				0		85,500,000
Predecessor Term Loan Facility
Long-term debt
Debt instrument, unamortized discount										1,900,000
Long-term debt		0		0				0		647,200,000
Notes
Long-term debt
Repurchase amount					$ 9,500,000
Cash payments for repurchase of debt					8,700,000
Gain on repurchase of debt instrument					$ 600,000
Long-term debt		0		0				0		159,200,000
Capital lease obligations
Long-term debt
Long-term debt		25,200,000		25,200,000				25,200,000		12,700,000
New ABL Facility
Long-term debt
Line of credit facility excess availability		$ 40,250,000		$ 40,250,000				$ 40,250,000
Line of credit facility, capacity		10.00%
Fixed charge coverage ratio		1.0		1.0				1.0
Weighted average rate of interest		2.60%		2.60%				2.60%
Outstanding letters of credit		$ 73,700,000		$ 73,700,000				$ 73,700,000
Debt issuance cost		6,800,000		6,800,000				6,800,000
Long-term debt		$ 131,100,000		131,100,000				131,100,000		$ 0
New ABL Facility | Minimum
Long-term debt
Basis spread		0.25%
Line of credit facility, commitment fee		0.25%
New ABL Facility | Maximum
Long-term debt
Basis spread		0.75%
Line of credit facility, commitment fee		0.375%
New ABL Facility | LIBOR or Canadian BA Rate | Minimum
Long-term debt
Basis spread		1.25%
New ABL Facility | LIBOR or Canadian BA Rate | Maximum
Long-term debt
Basis spread		1.75%
New ABL Facility | US Tranche
Long-term debt
Line of credit facility, maximum borrowing capacity	505,000,000.0
New ABL Facility | US Tranche | Swingline Loan
Long-term debt
Line of credit facility, maximum borrowing capacity	50,000,000.0
New ABL Facility | Canadian Tranche
Long-term debt
Line of credit facility, maximum borrowing capacity	40,000,000.0
New ABL Facility | Canadian Tranche | Swingline Loan
Long-term debt
Line of credit facility, maximum borrowing capacity	10,000,000.0
New ABL Facility | FILO Tranche
Long-term debt
Line of credit facility, maximum borrowing capacity	30,000,000.0
Remaining availability		$ 0		0				0
New ABL Facility | FILO Tranche | Minimum
Long-term debt
Basis spread		1.00%
New ABL Facility | FILO Tranche | Maximum
Long-term debt
Basis spread		1.50%
New ABL Facility | FILO Tranche | LIBOR | Minimum
Long-term debt
Basis spread		2.00%
New ABL Facility | FILO Tranche | LIBOR | Maximum
Long-term debt
Basis spread		2.50%
New ABL Facility | U.S. and Canadian Tranches
Long-term debt
Remaining availability		$ 125,200,000		125,200,000				125,200,000
New Term Loan Facility
Long-term debt
Line of credit facility, maximum borrowing capacity	655,000,000
Line of credit facility, increase in maximum borrowing capacity	$ 175,000,000.0
Basis spread		4.25%
Debt issuance cost		$ 18,500,000		$ 18,500,000				$ 18,500,000
Net leverage ratio of available amount	4.1
Interest rate for term loan facility	1.00%	5.25%		5.25%				5.25%
Percentage of aggregate annual amount to be paid every quarter										1.00%
Proceeds from lines of credit		$ 651,700,000
Debt instrument, unamortized discount		3,300,000		$ 3,300,000				$ 3,300,000
Long-term debt		$ 655,000,000		655,000,000				655,000,000		$ 0
New Term Loan Facility | LIBOR
Long-term debt
Basis spread		1.00%
New Term Loan Facility | Federal Funds Effective Rate
Long-term debt
Basis spread		0.50%
New Term Loan Facility | One Month London Interbank Offered Rate
Long-term debt
Basis spread		3.25%
Letter of Credit | US Tranche
Long-term debt
Line of credit facility, maximum borrowing capacity		$ 200,000,000.0		200,000,000.0				200,000,000.0
Letter of Credit | Canadian Tranche
Long-term debt
Line of credit facility, maximum borrowing capacity		10,000,000.0		10,000,000.0				10,000,000.0
Letter of Credit | FILO Tranche
Long-term debt
Line of credit facility, maximum borrowing capacity		30,000,000.0		30,000,000.0				30,000,000.0
Successor
Long-term debt
Debt issuance cost		25,300,000		25,300,000				25,300,000
Successor | New ABL Facility
Long-term debt
Amount as collateral to the banking institution		601,100,000		601,100,000				601,100,000
Amortization of financing costs				100,000				100,000
Successor | New Term Loan Facility
Long-term debt
Debt instrument, unamortized discount		3,300,000		3,300,000				3,300,000
Amortization of financing costs				100,000				100,000
Predecessor | Predecessor ABL Facility
Long-term debt
Weighted average rate of interest										1.80%
Outstanding letters of credit										$ 67,400,000
Remaining availability										$ 321,400,000
Debt issuance cost		(3,300,000)		(3,300,000)				(3,300,000)
Terminated line of credit amount	$ 540,000,000
Line of credit facility outstanding amount	0
Predecessor | Predecessor Term Loan Facility
Long-term debt
Debt issuance cost		(4,600,000)		(4,600,000)				(4,600,000)
Terminated line of credit amount	$ 617,500,000
Number of tranches | tranche	3
Predecessor | Notes
Long-term debt
Debt issuance cost		$ (1,400,000)		$ (1,400,000)				$ (1,400,000)
Repurchase amount	$ 149,700,000
Redemption price	100.00%
Predecessor | New ABL Facility
Long-term debt
Amortization of financing costs			$ 600,000			$ 800,000	$ 2,100,000		$ 2,300,000
Predecessor | New Term Loan Facility
Long-term debt
Amortization of financing costs			$ 800,000			$ 1,000,000	$ 3,000,000		$ 3,100,000

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Derivatives (Details) $ in Millions	1 Months Ended
	Jun. 30, 2016 USD ($) derivative
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Early termination penalty | $	$ 0.3
Number of new derivatives | derivative	0

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Derivatives - Gain (Loss) of Interest Rate Swaps (Details) - Predecessor - Interest Rate Swap - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Millions	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2015
Other comprehensive income
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized gain	$ 0.1	$ 0.0	$ 0.3	$ 0.1
Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Realized loss	$ 0.1	$ 0.1	$ 0.3	$ 0.4

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Fair Value Measurements (Details) - USD ($) $ in Millions			1 Months Ended
	Jun. 30, 2016	Jun. 09, 2016	Jun. 30, 2016	Sep. 30, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Early termination penalty			$ 0.3
Level 2 | Recurring | Interest Rate Swap | Accrued Expenses and Other Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value of interest rate swaps				$ 0.4
Level 2 | Recurring | Interest Rate Swap | Other Non Current Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value of interest rate swaps				0.1
Level 3 | Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Estimated fair value of notes				149.2
Accrued interest				$ 1.1
Nexeo Solutions Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Contingent consideration - Fair value of Deferred Cash Consideration	$ 46.7	$ 49.6
Contingent consideration - Fair value of TRA	$ 95.5	$ 94.9

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Share-based Compensation (Details) - USD ($)		3 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2016
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant		3,095,000	3,095,000
PSU's granted (in units)		1,547,500
Performance period			3 years
Stockholder return		35.00%	35.00%
Entitled percentage of common shares to recipient with a 35% stockholder return		100.00%	100.00%
Minimum stockholder return for awards to be awarded		15.00%	15.00%
Volatility rate			35.00%
Expected dividend yield			$ 0
Expected term			3 years
Risk-free interest rate			0.92%
Performance Shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Entitled percentage of common shares to recipient		0.00%	0.00%
Performance Shares | Minimum | Negative 15 to 0 Return
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Entitled percentage of common shares to recipient		50.00%	50.00%
Stockholder return		(15.00%)	(15.00%)
Performance Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Entitled percentage of common shares to recipient		200.00%	200.00%
Performance Shares | Maximum | Negative 15 to 0 Return
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Entitled percentage of common shares to recipient		70.00%	70.00%
Stockholder return		0.00%	0.00%
2016 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Effective period of plan	10 years
Number of shares available for grant	9,000,000
Maximum number of shares per calendar year employees are allowed to receive (in shares)		1,000,000	1,000,000
Maximum value of award employee may receive per calendar year		$ 12,000,000	$ 12,000,000
2016 LTIP | Non-Employee Board Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum value of award employee may receive per calendar year		$ 1,000,000	$ 1,000,000
2016 LTIP | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
PSU's granted (in units)			1,547,500

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Share-based Compensation - PSU Activity (Details) $ / shares in Units, $ in Millions		3 Months Ended	9 Months Ended
	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 30, 2016 USD ($) $ / shares shares
Performance Shares
Non-Vested Equity Plan Units
Outstanding at the beginning of the period (in units) | shares			0
Granted (in units) | shares			1,547,500
Vested (in units) | shares			0
Forfeited (in units) | shares			0
Outstanding at the end of the period (in units) | shares	1,547,500	1,547,500	1,547,500
Non-Vested Equity Plan, Average Grant Date Fair Value Per Unit
Outstanding at the beginning of the period (in usd per unit) | $ / shares			$ 0.00
Granted (in usd per unit) | $ / shares			9.13
Vested (in usd per unit) | $ / shares			0.00
Forfeited (in usd per unit) | $ / shares			0.00
Outstanding at the end of the period (in usd per unit) | $ / shares	$ 9.13	$ 9.13	$ 9.13
Weighted average remaining contractual term	3 years
Unrecognized compensation cost related to non-vested performance share units | $	$ 13.2	$ 13.2	$ 13.2
Selling, general and administrative expenses
Non-Vested Equity Plan, Average Grant Date Fair Value Per Unit
Compensation cost | $		$ 0.3	$ 0.3

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Share-based Compensation - Defined Contribution Plans (Details)	9 Months Ended
	Jun. 30, 2016
Defined Contribution Plan Disclosure [Line Items]
Company matching contribution of employee contributions up to 4% (as a percent)	100.00%
Portion of employee contribution eligible for company match, percentage of pay	4.00%
Service of one to 10 years
Defined Contribution Plan Disclosure [Line Items]
Company contribution percentage based on years of service	1.50%
Service of 11 to 20 years
Defined Contribution Plan Disclosure [Line Items]
Company contribution percentage based on years of service	3.00%
Service of 21 years and over
Defined Contribution Plan Disclosure [Line Items]
Company contribution percentage based on years of service	4.50%
Service period	21 years
Minimum | Service of one to 10 years
Defined Contribution Plan Disclosure [Line Items]
Service period	1 year
Minimum | Service of 11 to 20 years
Defined Contribution Plan Disclosure [Line Items]
Service period	11 years
Maximum | Service of one to 10 years
Defined Contribution Plan Disclosure [Line Items]
Service period	10 years
Maximum | Service of 11 to 20 years
Defined Contribution Plan Disclosure [Line Items]
Service period	20 years

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Share-based Compensation - Cost of Defined Contribution Plan (Details) - USD ($) $ in Millions	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015
Successor
Defined Benefit Plan Disclosure [Line Items]
Contributions		$ 0.6			$ 0.6
Successor | Cost of Sales and Operating Expense
Defined Benefit Plan Disclosure [Line Items]
Contributions		0.2			0.2
Successor | Selling, general and administrative expenses
Defined Benefit Plan Disclosure [Line Items]
Contributions		$ 0.4			$ 0.4
Predecessor
Defined Benefit Plan Disclosure [Line Items]
Contributions	$ 2.3		$ 2.6	$ 7.5		$ 8.1
Predecessor | Cost of Sales and Operating Expense
Defined Benefit Plan Disclosure [Line Items]
Contributions	0.8		1.0	2.7		3.0
Predecessor | Selling, general and administrative expenses
Defined Benefit Plan Disclosure [Line Items]
Contributions	$ 1.5		$ 1.6	$ 4.8		$ 5.1

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Share-based Compensation - Restricted Equity Plan Narrative (Details) $ in Millions		2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Jun. 08, 2016 shares	Jun. 08, 2016 USD ($)	Jun. 30, 2016 USD ($)	Jun. 08, 2016 USD ($)	Jun. 30, 2016 USD ($) vesting_installment shares
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares vested in period (in shares) | shares					0
Series B Membership Interest
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares vested in period (in shares) | shares	368,136
Predecessor | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized expense related to Performance-Based Units		$ 2.0
Predecessor | Series B Membership Interest
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of units vesting by term of employment					50.00%
Percentage of units vesting annually					20.00%
Vesting period					5 years
Percentage of units vesting by performance basis					50.00%
Number of twelve-month vesting periods | vesting_installment					5
Selling, general and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost			$ 0.3		$ 0.3
Selling, general and administrative expenses | Predecessor | Time Based Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost		$ 0.1		$ 0.7

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Share-based Compensation - Restricted Equity Plan Activity (Details) - Predecessor - Restricted Equity Units	8 Months Ended
	Jun. 08, 2016 $ / shares shares
Equity Plan activity, units
Outstanding at beginning of period (in units) | shares	38,466,624
Granted (in units) | shares	1,028,571
Forfeited/Canceled (in units) | shares	(1,597,000)
Outstanding at end of period (in units) | shares	37,898,195
Average Grant Date Fair Value Per Unit
Outstanding at beginning of period (in usd per unit) | $ / shares	$ 0.28
Granted (in usd per unit) | $ / shares	0.16
Forfeited/Canceled (in usd per unit) | $ / shares	0.25
Outstanding at end of period (in usd per unit) | $ / shares	$ 0.22
Non-Vested Equity Plan Units
Outstanding at the beginning of the period (in units) | shares	23,116,625
Granted (in units) | shares	1,028,571
Vested (in units) | shares	(19,871,696)
Forfeited (in units) | shares	(1,345,000)
Outstanding at the end of the period (in units) | shares	2,928,500
Non-Vested Equity Plan, Average Grant Date Fair Value Per Unit
Outstanding at the beginning of the period (in usd per unit) | $ / shares	$ 0.26
Granted (in usd per unit) | $ / shares	0.16
Vested (in usd per unit) | $ / shares	0.16
Forfeited (in usd per unit) | $ / shares	0.23
Outstanding at the end of the period (in usd per unit) | $ / shares	$ 0.26

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Equity (Details)	9 Months Ended
	Jun. 30, 2016 vote $ / shares shares	Jun. 08, 2016 shares
Equity [Abstract]
Shares authorized (in shares)	300,000,000
Number of votes per each share | vote	1
Shares issued (in shares)	89,222,418	62,531,250
Shares outstanding (in shares)	89,222,418	62,531,250
Common stock to be purchased through warrants (in shares)	25,012,500
Strike price of warrants (USD per share) | $ / shares	$ 11.50

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Equity - Narrative 2 (Details) $ / shares in Units, $ in Millions	Jun. 30, 2016 day $ / shares shares	Jun. 09, 2016 USD ($) $ / shares shares	Jun. 11, 2014 USD ($) shares	Jun. 08, 2016 shares	Mar. 31, 2016 USD ($) shares
Class of Stock [Line Items]
Shares issued (in shares)	89,222,418			62,531,250
Shares outstanding (in shares)	89,222,418			62,531,250
Shares issued (in shares)			50,025,000		50,025,000
Temporary equity, shares outstanding (in shares)					47,512,924
Temporary equity value | $					$ 475.2
Reclassifications of temporary to permanent equity (in shares)		47,512,924
Stock redeemed (in shares)		29,793,320
Temporary equity, redemption price (USD per share) | $ / shares		$ 10.02
New shares issued (in shares)		2,240,000
Shares issued for advisory services and deferred underwriting fees | $		$ 30.8
Debt issuance cost | $		$ 18.3	$ 28.5
Warrants called (in shares)		22,400,000
Founders Shares
Class of Stock [Line Items]
Shares issued (in shares)			12,506,250
Shares transferred to Selling Equityholders (in shares)		3,554,240
Founder Shares transferred to Selling Equityholders | $		$ 30.2
Percentage of shares subject to condition one	50.00%
Sale price equals or exceeds, condition one (USD per share) | $ / shares	$ 12.50
Number of trading days to meet condition one | day	20
Number of consecutive trading days	30 days
Percentage of shares subject to condition two	50.00%
Sale price equals or exceeds, condition two (USD per share) | $ / shares	$ 15.00
Directors Founders Shares
Class of Stock [Line Items]
Shares in lieu of payment (in shares)		30,000
IPO
Class of Stock [Line Items]
Number of IPO shares (in shares)			50,025,000
Selling Equityholders
Class of Stock [Line Items]
New shares issued (in shares)		27,673,604
Shares issued (USD per share) | $ / shares		$ 10.00
Shares in lieu of payment (in shares)		3,078,578
Selling Equityholders | Private Placement
Class of Stock [Line Items]
New shares issued (in shares)		23,492,306
Shares issued (USD per share) | $ / shares		$ 10.00

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Equity - Narrative 3 (Details)	Jun. 30, 2016 shares
Equity [Abstract]
Preferred shares authorized (in shares)	1,000,000
Preferred shares issued (in shares)	0
Preferred shares outstanding (in shares)	0

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Equity - Narrative 4 (Details) - USD ($) $ in Millions	Jun. 09, 2016	Jun. 11, 2014
Equity [Abstract]
Debt issuance cost	$ 18.3	$ 28.5
Deferred underwriting fees		$ 27.5
Underwriter fee paid	3.66%	1.84%
Underwriting expense		$ 9.2

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Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended
	Jun. 30, 2016	Jun. 30, 2016
Diluted:
Incorporation period of shares related to business combination		22 days
Successor
Basic:
Net loss	$ (15.5)	$ (17.1)
Weighted average number of common shares outstanding during the period (in shares)	34,072,056	21,241,897
Net loss per common share - basic (USD per share)	$ (0.45)	$ (0.81)
Diluted:
Net loss	$ (15.5)	$ (17.1)
Weighted average number of common shares outstanding during the period (in shares)	34,072,056	21,241,897
Incremental common shares attributable to outstanding dilutive options and unvested restricted shares (in shares)	0	0
Denominator for diluted earnings per common share (in shares)	34,072,056	21,241,897
Net loss per common share - diluted (USD per share)	$ (0.45)	$ (0.81)

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Earnings per Share - Narrative (Details)	3 Months Ended	9 Months Ended
	Jun. 30, 2016 shares	Jun. 30, 2016 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants (in shares)	50,025,000	50,025,000
Founders Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	12,476,250	12,476,250
Performance Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,547,500	1,547,500
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	25,012,500	25,012,500

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Commitments, Contingencies and Litigation (Details) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Jul. 31, 2014	Jun. 30, 2016
Ashland
Environmental Remediation
Total indemnification obligation under the purchase agreement (other than for liabilities relating to taxes or any retained indebtedness)		$ 139.5
Company responsible for aggregate expenses prior to the receipt of any indemnification from Ashland		5.0
Ashland | Other Retained Remediation Liabilities
Environmental Remediation
Remediation indemnification obligation resulting from breach of any representation, warranty or covenant individual claim threshold		0.2
Remediation indemnification obligation resulting from breach of any representation, warranty or covenant aggregate claim deductible		5.0
Ashland | Retained Remediation Liabilities
Environmental Remediation
Remediation indemnification obligation resulting from breach of any representation, warranty or covenant ceiling amount		75.0
Ashland | Breach of representation, warranty or covenant, related to environmental matters
Environmental Remediation
Remediation indemnification obligation resulting from breach of any representation, warranty or covenant individual claim threshold		0.2
Remediation indemnification obligation resulting from breach of any representation, warranty or covenant aggregate claim deductible		18.6
Remediation indemnification obligation resulting from breach of any representation, warranty or covenant ceiling amount		$ 93.0
Pending Litigation | Ashland v.s. Nexeo | Other Retained Remediation Liabilities
Environmental Remediation
Remediation indemnification obligation resulting from breach of any representation, warranty or covenant aggregate claim deductible	$ 5.0

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Related Party Transactions - Other TPG Agreements (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Sep. 30, 2015
Successor | TPG
Related Party Transaction [Line Items]
Fee paid in connection with the Business Combination		$ 0			$ 0
Amount due from TPG related entities		400			400
Expenses from transactions with related party		0			0
Predecessor | TPG
Related Party Transaction [Line Items]
Fee paid in connection with the Business Combination	$ 9,900		$ 0	$ 9,900		$ 0
Amount due from TPG related entities							$ 300
Expenses from transactions with related party	$ 200		$ 200	$ 400		$ 700
Predecessor | Steven B. Schwarzwaelder, a member of the board of directors
Related Party Transaction [Line Items]
Amount deducted to calculate quarterly management fee					$ 175
Expenses from transactions with related party		$ 100

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Related Party Transactions - Narrative (Details) - USD ($)							1 Months Ended	9 Months Ended	12 Months Ended
	Jun. 09, 2016	Jun. 06, 2016	May 23, 2016	Mar. 31, 2016	Jan. 05, 2016	Mar. 26, 2015	Jun. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Jan. 13, 2016
Related Party Transaction [Line Items]
Exercise price (USD per share)							$ 11.50	$ 11.50
PWPI and PWIMF Commitment Agreements
Related Party Transaction [Line Items]
Stock repurchased (in shares)		3,000,000
FPA Commitment Agreement
Related Party Transaction [Line Items]
Unredeemable shares per agreement (in shares)		2,094,727
Administrative Service Agreement
Related Party Transaction [Line Items]
Related party amounts forgiven						$ 10,000	$ 10,000	$ 10,000		$ 10,000
Letter Agreement for Chairman’s Services
Related Party Transaction [Line Items]
Related party costs							200,000
Sponsor
Related Party Transaction [Line Items]
Related party, line of credit available				$ 750,000					$ 750,000
Stated interest rate				5.00%
Due to related party							200,000	200,000
Repayments of related party debt	$ 200,000
Sponsor | January 2016 Convertible Note
Related Party Transaction [Line Items]
Stated interest rate					5.00%
Due to related party					$ 400,000
Repayments of related party debt								400,000
Convertible number of shares					0.5
Conversion price (USD per share)					$ 0.50
Exercise price for half a share (USD per half share)					5.75
Exercise price (USD per share)					$ 11.50
Sponsor | March 2015 Convertible Note
Related Party Transaction [Line Items]
Stated interest rate						5.00%
Due to related party						$ 300,000
Repayments of related party debt	$ 300,000
Convertible number of shares						0.5
Conversion price (USD per share)						$ 0.60
Exercise price for half a share (USD per half share)						5.75
Exercise price (USD per share)						$ 11.50
Interest expense									$ 14,000
TPG
Related Party Transaction [Line Items]
Ownership interest by related party	35.00%
Due to related party pursuant to contingent consideration obligations							$ 142,200,000	$ 142,200,000
Private Placement | FPA Subscription Agreement
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares)			18,260,000
Private Placement | Sponsor Subscription Agreement
Related Party Transaction [Line Items]
Number of shares issued in transaction (in shares)		1,000,000
Sale of stock, price per share (USD per share)		$ 10
Directors Founders Shares
Related Party Transaction [Line Items]
Shares in lieu of payment (in shares)								10,000

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Related Party Transactions - Related Party Activity (Details) - TPG - USD ($)	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015
Successor
Related Party Transaction [Line Items]
Sales to TPG related entities		$ 300,000			$ 300,000
Management fees to TPG		0			0
Consulting fees to TPG		0			0
Fee paid in connection with the Business Combination		0			0
Purchases from related party		$ 0			$ 0
Predecessor
Related Party Transaction [Line Items]
Sales to TPG related entities	$ 1,300,000		$ 1,600,000	$ 3,100,000		$ 7,100,000
Management fees to TPG	500,000		1,100,000	2,100,000		2,500,000
Consulting fees to TPG	200,000		200,000	400,000		700,000
Fee paid in connection with the Business Combination	9,900,000		0	9,900,000		0
Purchases from related party	$ 0		$ 0	$ 0		$ 0

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Income Taxes - Narrative (Details) $ in Millions	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016 USD ($)	Jun. 30, 2016 USD ($) subsidiary	Jun. 30, 2015 USD ($)	Jun. 08, 2016 USD ($)	Jun. 30, 2016 USD ($) subsidiary	Jun. 30, 2015 USD ($)	Sep. 30, 2015 USD ($)
Operating Loss Carryforwards [Line Items]
Number of active subsidiaries | subsidiary		2			2
Unrecognized tax benefits potential decrease		$ 0.6			$ 0.6
Successor
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)		$ (1.3)			$ (1.3)
Effective income tax rate		7.70%			7.10%
Tax distributions associated with membership interests					$ 0.0
Pre-tax (loss)		$ (16.8)			(18.4)
Valuation allowance		4.2			4.2
Interest and penalties		$ 1.2			$ 1.2
Predecessor
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 1.1		$ 1.8	$ 4.2		$ 2.7
Tax distributions associated with membership interests				0.0		(0.1)
Pre-tax (loss)	$ (19.1)		$ 20.6	$ (9.7)		$ 14.2
Valuation allowance							$ 3.6
Interest and penalties							$ 1.1

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Segment and Geographic Data - Narrative (Details)	9 Months Ended
	Jun. 30, 2016 country segment
Segment and Geographic Data
Number of operating segments | segment	3
Number of countries products distributed in (more than)	80
Chemicals
Segment and Geographic Data
Number of countries products distributed in (more than)	50
Plastics
Segment and Geographic Data
Number of countries products distributed in (more than)	50

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Segment and Geographic Data - Summarized Financial Information (Details) - USD ($) $ in Millions	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Sep. 30, 2015
Successor
Summarized financial information
Sales and operating revenues		$ 214.3			$ 214.3
Gross profit		18.8			18.8
Selling, general & administrative expenses		19.1			19.2
Transaction related costs		15.9			18.0
Change in fair value of contingent consideration obligations		(2.3)			(2.3)
Operating income (loss)		(13.9)			(16.1)
Other income		0.0			0.0
Interest income		0.3			0.9
Interest expense		(3.2)			(3.2)
Income from continuing operations before income taxes		(16.8)			(18.4)
Segment assets
Assets		2,118.0			2,118.0
Successor | Operating Segments
Segment assets
Assets		1,485.4			1,485.4
Successor | Corporate, Non-Segment
Segment assets
Assets		632.6			632.6
Successor | Chemicals | Operating Segments
Summarized financial information
Sales and operating revenues		94.2			94.2
Gross profit		9.6			9.6
Segment assets
Assets		667.2			667.2
Successor | Plastics | Operating Segments
Summarized financial information
Sales and operating revenues		109.9			109.9
Gross profit		6.7			6.7
Segment assets
Assets		726.9			726.9
Successor | Other | Operating Segments
Summarized financial information
Sales and operating revenues		10.2			10.2
Gross profit		2.5			2.5
Segment assets
Assets		$ 91.3			$ 91.3
Predecessor
Summarized financial information
Sales and operating revenues	$ 650.2		$ 988.8	$ 2,340.1		$ 3,019.3
Gross profit	75.4		111.3	271.9		302.5
Selling, general & administrative expenses	57.5		82.9	208.9		248.5
Transaction related costs	26.1		0.0	33.4		0.1
Change in fair value of contingent consideration obligations	0.0		0.0	0.0		0.0
Operating income (loss)	(8.2)		28.4	29.6		53.9
Other income	0.3		8.4	2.9		9.1
Interest income	0.0		0.0	0.1		0.1
Interest expense	(11.2)		(16.2)	(42.3)		(48.9)
Income from continuing operations before income taxes	(19.1)		20.6	(9.7)		14.2
Segment assets
Assets							$ 1,708.9
Predecessor | Operating Segments
Segment assets
Assets							1,262.2
Predecessor | Corporate, Non-Segment
Segment assets
Assets							446.7
Predecessor | Chemicals | Operating Segments
Summarized financial information
Sales and operating revenues	298.7		482.6	1,066.4		1,503.9
Gross profit	38.8		59.9	136.2		168.1
Segment assets
Assets							696.9
Predecessor | Plastics | Operating Segments
Summarized financial information
Sales and operating revenues	329.8		477.4	1,192.2		1,429.6
Gross profit	32.2		44.8	117.6		113.3
Segment assets
Assets							530.2
Predecessor | Other | Operating Segments
Summarized financial information
Sales and operating revenues	21.7		28.8	81.5		85.8
Gross profit	$ 4.4		$ 6.6	$ 18.1		$ 21.1
Segment assets
Assets							$ 35.1

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Segment and Geographic Data - Revenues by Geographic Location (Details) - USD ($) $ in Millions	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 08, 2016	Jun. 30, 2016	Jun. 30, 2015
Successor
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale
Revenues		$ 214.3			$ 214.3
Successor | North America
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale
Revenues		174.4			174.4
Successor | EMEA
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale
Revenues		29.3			29.3
Successor | Asia
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale
Revenues		$ 10.6			$ 10.6
Predecessor
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale
Revenues	$ 650.2		$ 988.8	$ 2,340.1		$ 3,019.3
Predecessor | North America
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale
Revenues	535.9		816.2	1,917.2		2,507.5
Predecessor | EMEA
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale
Revenues	78.8		129.7	291.9		374.1
Predecessor | Asia
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale
Revenues	$ 35.5		$ 42.9	$ 131.0		$ 137.7