1
BANK OF AMERICA MERRILL LYNCH
Global Agriculture & Chemical Conference
March 1-2, 2017
2
Agenda
1 COMPANY PROFILE & BACKGROUND
2 DELIVERING VALUE
3 EXECUTION OF STRATEGIC OBJECTIVES
4 INVESTMENT HIGHLIGHTS
5 CONCLUSION AND Q&A
3
Non-GAAP Financial Measures and Safe Harbor
Non-GAAP Financial Measures
Certain financial measures presented herein, including EBITDA and Adjusted EBITDA were derived based on
methodologies other than in accordance with generally accepted accounting principles (GAAP). We have included
these measures because we believe they are indicative of our operating performance, are used by investors and
analysts to evaluate us and can facilitate comparisons across periods. As presented by us, these measures may not
be comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA should be
considered in addition to, not as substitutes for, financial measures presented in accordance with GAAP. For a
reconciliation of EBITDA and Adjusted EBITDA to the most comparable GAAP financial measure, see the appendix
slides.
Safe Harbor
Forward Looking Statements: This presentation contains statements related to Nexeo Solutions, Inc.’s (“Nexeo” or the
“Company”) future plans and expectations and, as such, includes “forward-looking statements” within the meaning of
the federal securities laws. Forward-looking statements are those statements that are based upon management’s
current plans and expectations as opposed to historical and current facts. Although the forward-looking statements
contained in this presentation reflect management’s current assumptions based upon information currently available to
management and based upon that which management believes to be reasonable assumptions, the Company cannot
be certain that actual results will be consistent with these forward-looking statements. The Company’s future results
will depend upon various risks and uncertainties, including the risks and uncertainties discussed in the Company’s
SEC filings, including in the sections entitled “Risk Factors” in such SEC filings. The Company does not intend to
provide all information enclosed in this presentation on an ongoing basis.
Chemicals
45%
Plastics
51%
Other
4%
A Leading Global Distributor of Chemicals and Plastics
square4 NXEO: NASDAQ-listed
square4 Chemicals distribution is focused in North
America and Asia
− #3 Chemicals distributor in North America
− #5 Chemicals distributor Globally
square4 #1 North American Plastics distributor; a
leader in Europe and Asia
square4 Differentiated platform with sales across a
diverse range of end-markets
square4 Entrenched with a diverse base of
customers and a global network of suppliers
square4 Over the past four years, Nexeo’s
management team has meaningfully
increased Adjusted EBITDA˟ by more
than 40%
4
Revenue: $3,406 million
Net Loss: $22 million
Adjusted EBITDA˟: $174 million
# Products: 22,000+
# Customers: ~26,700
# Suppliers: ~1,300
Employees: ~2,500
Sales Professionals: ~500
Locations: ~170
Headquarters: The Woodlands, Texas
Business Highlights(1)
Revenue by Segment Revenue by Geography
United
States
76%
Canada
4%
Other North
America
2%
EMEA
12%
Asia
6%
Source: Company Management; Company Filings; ICIS Top 100 Report, July 2016.
˟Non-GAAP financial measures; See appendix slides for reconciliation to the most comparable GAAP financial measure.
(1) Financials represent fiscal year ended September 30th, 2016.
square4 Leading, broad-line, North American distributor of
chemicals, solvents and additives to a diverse range of
end markets
Strong Market Positions across Both Core Businesses
5
Source: Company Management; Company Filings.
Note: Financials represent fiscal year ended September 30th, 2016; Other segment, Environmental Services, represents 4% of revenues.
Market
Position
square4 #3 in North America
square4 #5 Globally
square4 #1 in North America
square4 Leading EMEA position
Suppliers square4 Deep supplier base of ~1,300 suppliers from which the Company offers 22,000+ productssquare4 Average length of top 10 supplier relationship of 20+ years
Chemicals Distribution (45%)
FY2016 Segment Sales: $1,545 million
Plastics Distribution (51%)
FY2016 Segment Sales: $1,739 million
Customers
Segment
square4 Largest distributor of plastics in the U.S., supplying nearly
every grade of prime thermoplastic resin
Key
Products
square4 Alcohols
square4 Blends
square4 Ethers
square4 Silicones
square4 Resins
square4 Surfactants
square4 Engineered Thermoplastics
square4 Polyolefins
square4 Polypropylene
square4 Glycols
square4 Hydrocarbons
square4 Ketones
square4 Specialty
Thermoplastics
square4 Styrenics
Key End
Markets
square4 Coating, Adhesives, Sealants, Elastomers (CASE)
square4 Household, Industrial and Institutional (HI&I)
square4 Lubricants & Chemical Manufacturing
square4 Personal Care
square4 Healthcare
square4 Automotive
square4 Industrial
square4 Packaging
square4 Building and
Construction
square4 Electrical
square4 Highly diversified customer base serving ~26,700 customers from ~170 locations across 80+ countries
square4 Nexeo’s customer-centric model results in strong, long-term relationships
square4 Average length of top 10 customer relationship of 20+ years
Robust Foundation for Continued Growth Across All Segments
square4 Focus:
square4 # Facilities:
square4 # Sale Offices:
Global Network and Presence
Nexeo locations
Headquarters
Americas
EMEA
Asia
square4 # Facilities:
square4 Bulk Storage Tanks:
square4 Fleet Tractors:
50+ and 70+ (3PL)
1,000+
330
square4 Focus:
square4 # Facilities:
square4 # Sale Offices:
checkbld Next day service available to 99% of
customers
checkbld 99% on-time delivery on Nexeo’s private fleet
checkbld “Green” private fleet: ~$30 million recent
investment in new trucks
Source: Company Management; Company Filings.
Note: Data as of 9/30/2016; 3PL = Third party logistics.
Plastics
20+ (3PL)
8
6
Chemicals / Plastics
20+ (3PL)
8
Customers
One-to-Many
~26,700 Customers
Suppliers
Many-to-One
~1,300 Suppliers
Ability to Increase Volumes 50-100% with Minimal Incremental Spend
Compelling Suite of Value-Added Services
Driving Growth in Excess of Market
7
Single Solution Provider for All Supplier Requirements Yielding Supply Chain and Transportation Savings
Nexeo Differentiated Services
Transport &
Logistics
Warehouse
Services
Supply Chain
Consulting
Integrated
Solutions
Production
Services
Waste
Disposal
Integrated &
Well-Invested
IT
Demand
Forecasting
square4 Increase supplier share and reach
square4 Supply chain rationalization
Technical
Services
Custom
Blending
Packaging /
Re-packaging
Environmental
Services
Basic Distribution
Services
square4 Supplier cost out and Nexeo cost leverage
square4 Unique link to suppliers
Source: Company Management; Company Filings.
Carve-Out Transformation of an Orphan Business
8
2015 20162011 2012 2013 2014
Nexeo is formed through
TPG’s acquisition of
Ashland Distribution
Acquires Archway,
a specialty chemical
distributor
Sells North American
composites operations to
Composites One
Acquires remaining
stake in Plaschem JV
Finalizes JV with Beijing
Plaschem Trading Co
(60% ownership)
Acquires
Chemical Specialists
and Development
Close of Business Combination
Nexeo Solutions becomes
publically traded
Completion of operations
intensive carve-out paves the
way for focus on optimization
Significant strides made towards driving
operational improvements with opportunities
for further enhancement
Focus on driving
organic and
acquisitive growth
square4 Built fully functional independent
organization
square4 Heavily invested in safety and service
capabilities
square4 Actively transformed talent base
square4 Created a scalable centralized data system and platform
designed for distribution
square4 Pursued growth organically and through acquisitions
square4 Strengthened sales and marketing organization
square4 Focused on value-added services
square4 Line-card expansion and
service capabilities
square4 Optimize fleet utilization and
reduce warehouse and
delivery costs
Source: Company Management; Company Filings.
“Orphan Business”
$122
$150 $152
$177 $174
3.3% 3.7% 3.4%
4.5%
5.1%
FY 2012 FY 2013 FY 2014 FY 2015 FY 2016
Adjusted EBITDA˟ Adjusted EBITDA˟ %
Consistent, Proven Growth Track Record
9
Gross Profit and % Profit
Source: Company Management; Company Filings.
˟Non-GAAP financial measures; See appendix slides for reconciliation to the most comparable GAAP financial measure.
Note: Financials represent fiscal year basis ended September 30th.
(1) Adjusted EBITDA˟ % margin is defined as adjusted EBITDA˟ as a percentage of revenues.
($ in millions)
square4 Demonstrated growth through carve-out transitioning periods
− +9% CAGR of Adjusted EBITDA˟ from FY12 to FY16
− Transformed the go-to-market strategy for sales to drive end
market focus
square4 Margin expansion
− Highly scalable platform designed for distribution
− Elimination of low profit business
− Improved specialty mix
− Ongoing productivity initiatives
square4 Mitigating margin compression
− Leverage of proprietary pricing model and pass-through pricing
discipline allow spread management in any market cycle
− Weathered periods of deflationary and stagnant macro
environments with stable margins over time
Average Selling Price and Unit Gross Profit Margin
($ in millions)
Adjusted EBITDA˟ and % Margin (1)
$330 $358
$402 $408 $380
9.0% 8.7% 8.9% 10.3%
11.2%
FY 2012 FY 2013 FY 2014 FY 2015 FY 2016
Gross Profit Gross Profit %
0.0%
25.0%
0.800
0.850
0.900
0.950
1.000
1.050
FY 2012 FY 2013 FY 2014 FY 2015 FY 2016
ASP UGP%
Positioned for Growth
10
Ideal Consolidation
Platform
Attractive Industry
Growth Characteristics
square4 Specialty mix expansion
− Expanded mix from ~5% specialty at time of carve-out to ~20% today
− Momentum behind new specialty supplier wins with seven announced fiscal year to date
square4 Platform leverage
− Heavily invested infrastructure with substantial available capacity
− World-class scalable IT platform designed for distribution
− Ongoing productivity initiatives
square4 Track record of executing productivity initiatives
− Newly implemented transportation management system prioritizes private fleet utilization while
delivering superior service levels
− Restructuring of executive management team reduces costs and streamlines business
processes
square4 M&A - Right-Deal, Right-Time and Right Price
− Experienced team with disciplined approach, with focus to use acquisitions as an acceleration
for growth and avenue to expand specialty mix
− Targets attributes:
o Scalable synergies; specialty expansions; extensions of business lines our existing suppliers
serve
o Largely in regions with existing operations
Adj. EBITDA: $152
Margin: 3.4%
Adj. EBITDA: $177
Margin: 4.5% Adj. EBITDA: $174Margin: 5.1%
2014A 2015A 2016E Future Growth Drivers Medium-Term Target
Above-Market EBITDA Growth and Margin
Expansion Opportunity
Source: Company Management; Company Filings.
˟Non-GAAP financial measures; See appendix slides for reconciliation to the most comparable GAAP financial measure.
Multiple Avenues of Value Creation for Nexeo on Top and Bottom Line
1
■ 2x GDP third-party
distribution market growth
■ End market and
geographic expansion
■ Value-based pricing model
■ Improving supplier
penetration
■ Broaden value-added
services offering
Organic Growth
■ Fully scalable
infrastructure platform
■ Ability to increase volumes
50-100% with current asset
base
Operating Leverage
■ Transportation and
warehouse savings
■ Ryder tractor leasing
agreement
■ Optimization of private fleet
utilization
■ Procurement savings,
inventory management
■ SG&A productivity
Cost Optimization
■ Leverage centralized
platform
■ Enhance high-margin
value-add services
Synergetic Bolt-On
M&A
Margin: 6 - 7%
Medium-Term Target Achieved Through:
1
2
3
4
4321
11
˟
˟
˟
Medi - erm Target20 Future G t Drivers2 2 A
7.4%
-2.0%
5.0%
18.5%
Attractive Valuation and Growth Characteristics
Relative to Public Comparables
square4 Consistent operating margin
improvement
square4 Limited oil / energy market exposure
square4 Minimal currency translation impacts
square4 Attractive financial profile
square4 Strong historical and future growth
potential
Favorable Growth vs. Peers
2
0
1
6
E
2
0
1
6
E
T
E
V
/
A
D
J
E
B
I
T
D
A
˟
2
0
1
3
-
2
0
1
6
E
A
D
J
E
B
I
T
D
A
˟
C
A
G
R
2
0
1
5
A
C
o
n
v
e
r
s
i
o
n
R
a
t
i
o
(
2
)
Source: Company Management; Company Filings; Bloomberg Estimates.
Note: Financials calendarized for a fiscal year ending December 31. Market data as of 02/27/2017.
˟Non-GAAP financial measures; See appendix slides for reconciliation to the most comparable GAAP financial measure.
(1) Nexeo Solutions and Competitor 1 actuals for twelve months ending 12/31/2016.
(2) Conversion ratio defined as Adjusted EBITDA˟ / gross profit.
(3) Cash conversion defined as (Adjusted EBITDA˟ – Capex net of proceeds from asset disposal) / Adjusted EBITDA˟.
2
0
1
5
A
C
a
s
h
C
o
n
v
e
r
s
i
o
n
(
3
)
Peer Benchmarking Additional Nexeo Valuation Considerations
(1)
Competitor 1(1) Competitor 2 Competitor 3
12
9.7x
12.7x 12.3x
18.4x
(1)
(1)
(1)
Competitor 1(1) Competitor 2 Competitor 3
Competitor 1(1) Competitor 2 Competitor 3
Competitor 1(1) Competitor 2 Competitor 3
46%
33% 35%
41%
86% 86% 84%
99%
Conclusion
Leading Position in the Attractive Distribution Market
Value-Add Business Model with Actionable Upside Opportunities
Well-Invested Infrastructure Driving Operating Leverage
Resilient Business that Remains a Strong Performer Throughout Market
Cycles
Attractive Valuation and Growth Characteristics Relative to Public Comparables
Asset-Lite Business Model with Robust and Consistent Cash Generation
Experienced Management Team
1
2
3
5
7
4
6
13
Appendix
Capital Structure Summary
15
Shares Used For
Basic and Fully Diluted EPS Calculation
Share
Count
Average Common Shares Outstanding 76.7 million
Shares Excluded From
Basic and Fully Diluted EPS Calculation
Share
Count
Founder Shares (1) 12.5 million
Warrants (2) 5.8 million*
Excess Shares (Deferred Cash Consideration) 5.2 million
Note: For a complete description of the Founder Shares, Warrants and Deferred Cash Consideration, see the Company’s (i) Registration Statement on Form S-3 filed with the SEC on 06/23/16, (ii) Current
Report on Form 8-K filed with the SEC on 03/22/16, and (iii) Current Report on Form 8-K filed with the SEC on 06/05/14.
(1) Founder Shares Vesting and Forfeiture: The Founder Shares vest as follows: (i) 50% of the Founder Shares vest on the first day that the last sale price of the Company’s Common Stock equals or
exceeds $12.50 per share for any 20 trading days within any 30 trading day period; and (ii) the remaining 50% of the Founder Shares vest on the first day that the last sale price of the Company’s common
stock equals or exceeds $15.00 per share for any 20 trading days within any 30 trading day period. If none of the above vesting requirements are met, the Founder Shares will be forfeited on June 9, 2026.
(2) Warrants: 50,025,000 warrants are outstanding and have an exercise price of $5.75 per half share of common stock (25,012,500 shares of common stock issuable). Warrants expire June 9, 2021.
*Assumes cashless exercise and stock price of $15.00 per share. Full cash exercise would require $288 million from warrant holders.
Non-GAAP Reconciliation
16
(1) Includes 69 days of operating activities.
(2) On June 9, 2016, the Board of Directors approved a change in fiscal year end of the Company from December 31 to September 30. The periods above reflect a September 30 fiscal year end of the
Successor.
(3) Includes 22 days of the acquired business’ operating activities.
(4) See Non-GAAP Reconciliation: Quarterly – Other Operating Expenses, Net.
Nexeo Solutions, Inc. and Subsidiaries
Quarterly Adjusted EBITDA Reconciliation
($ in millions, Unaudited)
Q1-FY16 Q2-FY16
Apr. 1 - Jun. 8
2016(1) Q1-FY16 (2) Q2-FY16 (2) Q3-FY16 (3) Q4-FY16 Q1-FY17
Net income (loss) $ 4.3 $ 2.1 $ (20.2) $ (0.1) $ (1.5) $ (15.5) $ 8.7 $ (8.3)
Net loss attributable to noncontrolling interest - - - - - - - -
Net (income) loss from discontinued operations - (0.1) - - - - - -
Interest expense, net 15.6 15.4 11.2 (0.2) (0.4) 2.9 12.0 11.9
Income tax expense (benefit) 1.3 1.8 1.1 - - (1.3) 2.5 (2.7)
Depreciation and amortization 13.6 13.8 10.3 - - 4.3 16.3 16.8
Other operating expenses, net (4) 4.3 8.4 29.9 0.3 1.9 24.1 6.9 16.1
Adjusted EBITDA from continuing operations $ 39.1 $ 41.4 $ 32.3 $ - $ - $ 14.5 $ 46.4 $ 33.8
Predecessor Successor
Non-GAAP Reconciliation (continued)
17
(1) See Non-GAAP Reconciliation: Last Twelve Months Ending - Other Operating Expenses, Net.
Nexeo Solutions, Inc. and Subsidiaries
LTM Adjusted EBITDA Reconciliation
($ in millions, Unaudited)
09/30/2012 09/30/2013 09/30/2014 09/30/2015 09/30/2016 12/31/2016
Net income (loss) $ (18.9) $ (6.3) $ 4.9 $ 20.4 $ (22.2) $ (34.7)
Net loss attributable to noncontrolling interest - 1.7 1.3 - - -
Net (income) loss from discontinued operations - - (18.4) 0.8 (0.1) (0.1)
Interest expense, net 45.0 57.7 63.6 64.7 56.5 53.0
Income tax expense (benefit) 1.0 4.7 7.3 3.9 5.4 1.4
Depreciation and amortization 39.4 38.7 53.4 52.6 58.3 61.5
Other operating expenses, net (1) 55.6 53.6 39.6 34.1 75.8 87.3
Adjusted EBITDA from continuing operations $ 122.1 $ 150.1 $ 151.7 $ 176.5 $ 173.7 $ 168.4
Last Twelve Months Ending
Non-GAAP Reconciliation (continued)
18
Nexeo Solutions, Inc. and Subsidiaries
Quarterly Other Operating Expenses, Net
($ in millions, Unaudited)
Q1-FY16 Q2-FY16
Apr. 1 - Jun. 8
2016(1) Q1-FY16 (2) Q2-FY16 (2) Q3-FY16 (3) Q4-FY16 Q1-FY17
Management add-backs (4) $ 1.6 $ 1.3 $ 1.9 $ - $ 0.1 $ 0.6 $ 3.4 $ 2.5
Change in FV of contingent consideration obligations - - - - - - (11.2) 10.6
Foreign exchange (gains) losses, net (5) 0.5 (0.3) 1.3 - - 0.4 0.7 0.8
Management fees (6) 0.9 0.8 0.5 - - - - -
Compensation expense related to management equity
plan (non-cash) 0.3 0.3 0.1 - - 0.3 1.2 1.4
Gain on sale of Franklin Park facility - - - - - - 2.6 -
Inventory step up - - - - - 6.9 6.9 -
Transaction and other transaction related items (7) 1.0 6.3 26.1 0.3 1.8 15.9 3.3 0.8
Other operating expenses, net $ 4.3 $ 8.4 $ 29.9 $ 0.3 $ 1.9 $ 24.1 $ 6.9 $ 16.1
Predecessor Successor
(1) Includes 69 days of operating activities.
(2) On June 9, 2016, the Board of Directors approved a change in fiscal year end of the Company from December 31 to September 30. The periods above reflect a September 30 fiscal year end of the
Successor.
(3) Includes 22 days of the acquired business’ operating activities.
(4) One-time management adjustments associated with integration, restructuring and transformational activities not directly related to the business combination.
(5) Includes the impact of net realized and unrealized foreign exchange gains and losses related to transactions in currencies other than the functional currency of the respective legal entity for the purpose of
evaluating company performance and facilitate more meaningful comparisons of performance to other fiscal periods.
(6) Management, monitoring, consulting, reimbursable fees and leverage fees, per the agreement with TPG Capital, L.P. In connection with the business combination, this agreement was terminated.
(7) Includes professional and transaction costs related to potential acquisitions and other business combination related items.
Non-GAAP Reconciliation (continued)
19
Nexeo Solutions, Inc. and Subsidiaries
LTM Other Operating Expenses, Net
($ in millions, Unaudited)
09/30/2012 09/30/2013 09/30/2014 09/30/2015 09/30/2016 12/31/2016
Management add-backs (1) $ 30.8 $ 29.1 $ 22.4 $ 16.2 $ 8.9 $ 9.8
Change in FV of contingent consideration obligations - - - - (11.2) (0.6)
FY 2015 special one-time compensation incentives (2) - - - 8.9 - -
Foreign exchange (gains) losses, net (3) 0.6 1.3 1.2 2.2 2.6 2.9
Management fees (4) 7.0 5.5 5.1 4.7 2.2 1.3
Letter of credit fees not included in interest expense 0.8 - - - - -
Compensation expense related to management equity plan (non-cash) 1.8 1.4 1.0 1.2 2.2 3.3
Gain on sale of Franklin Park facility - - - - 2.6 2.6
Inventory step up - - - - 13.8 13.8
LIFO average cost accounting principle change (5) 5.5 - - - - -
Transitional pension and medical payments – Ashland employees (6) 0.6 - - - - -
Transaction and other transaction related items (7) 8.5 16.3 9.9 0.9 54.7 54.2
Other operating expenses, net $ 55.6 $ 53.6 $ 39.6 $ 34.1 $ 75.8 $ 87.3
(1) One-time management adjustments associated with integration, restructuring and transformational activities not directly related to the business combination.
(2) Special one-time compensation incentive approved by the Compensation Committee for fiscal year 2015 performance.
(3) Includes the impact of net realized and unrealized foreign exchange gains and losses related to transactions in currencies other than the functional currency of the respective legal entity for the purpose of
evaluating company performance and facilitate more meaningful comparisons of performance to other fiscal periods.
(4) Management, monitoring, consulting, reimbursable fees and leverage fees, per the agreement with TPG Capital, L.P. In connection with the business combination, this agreement was terminated.
(5) Cumulative adjustment for LIFO to average cost inventory accounting method change.
(6) Transitional pension and medical payments owed to certain Ashland employees pursuant to the Agreement of Purchase and Sale, dated November 5, 2010 by and between Ashland and Nexeo Solutions,
LLC (formerly TPG Accolade, LLC), as amended.
(7) Includes professional and transaction costs related to: acquisitions of (i) the global distribution business of Ashland, (ii) Nexeo Plaschem, (iii) CSD Archway; other business combination related items; and
potential acquisitions.
Last Twelve Months Ending
Non-GAAP Reconciliation (continued)
20
Nexeo Solutions, Inc. and Subsidiaries
Net Debt Reconciliation
($ in millions, Unaudited)
Q4-FY13 Q4-FY14 Q4-FY15 Q4-FY16 Q1-FY17
Long-term debt and capital lease obligations, less
current portion, net
$ 638.9 $ 905.0 $ 854.4 $ 765.6 $ 783.3
Short-term borrowings and current portion of long-term
debt and capital lease obligations
57.0 54.4 72.4 47.7 48.1
Total Debt 695.9 959.4 926.8 813.3 831.4
Cash and cash equivalents (74.6) (88.2) (127.7) (47.5) (33.3)
Net Debt $ 621.3 $ 871.2 $ 799.1 $ 765.8 $ 798.1
Predecessor Successor
INVESTOR RELATIONS
Tel: +1.281.297.0856
E-mail: Investor.Relations@nexeosolutions.com