8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 9, 2017

NEXEO SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36477	46-5188282
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		No.)

3 Waterway Square Place, Suite 1000
The Woodlands, Texas	77380
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (281) 297-0700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition

On May 9, 2017, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended March 31, 2017. Copies of the Company’s press release and related presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein. The press release and presentation contain certain non-GAAP financial information. Reconciliations of such information to GAAP financial measures are included in the press release and presentation.

The information in this Current Report, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and it will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

EXHIBIT	DESCRIPTION
99.1	Press Release
99.2	Nexeo Solutions, Inc. Second Quarter 2017 Earnings Presentation

SIGNATURES

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 hereunto duly authorized.

	NEXEO SOLUTIONS, INC
	By:	/s/ Michael B. Farnell, Jr.
		Michael B. Farnell, Jr.
		Executive Vice President and Chief Administrative Officer
Dated: May 9, 2017

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release
99.2	Nexeo Solutions, Inc. Second Quarter 2017 Earnings Presentation

EX-99.1

Nexeo Solutions Reports Second Quarter Fiscal Year 2017 Financial Results

Second Quarter 2017 Highlights (Versus Second Quarter 2016)

• Revenue increased 6% to $918 million, driven by volume growth of 4% and strong price execution

• Net loss for the quarter of $1 million, or $0.01 per share, included a $10 million non-cash charge related to the change in fair value of deferred consideration, compared to net income of $2 million in the prior year

• Adjusted EBITDA increased over 10% to $46 million, from Adjusted EBITDA of $41 million in the prior year

• Completed Ultra Chem acquisition and continued to organically expand specialty line-card with supplier wins

THE WOODLANDS, Texas - May 09, 2017 - Nexeo Solutions, Inc. (NASDAQ:NXEO) (the "Company" or "Nexeo Solutions"), today announced its consolidated financial results for the three months ended March 31, 2017.

"During the quarter we executed well on our plan, and most importantly, we returned to historical unit gross margins through strong price execution," said David Bradley, President and Chief Executive Officer of Nexeo Solutions. Mr. Bradley continued, "The Ultra Chem acquisition and continued momentum of supplier authorizations demonstrates our commitment to expand our specialty mix."

The Company reported sales and operating revenues of $917.7 million for the three months ended March 31, 2017 and $862.2 million for the three months ended March 31, 2016. The increase of $55.5 million or 6.4%, was primarily attributable to an increase in volumes across all segments of 4.0% due to increased demand through all geographic regions, except Asia, and an increase in overall average selling prices of 2.3% resulting from the inflationary price environment. The revenue increase was partially offset by a decline of $5.2 million as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar (USD) as compared to the same period in the prior fiscal year.

Gross profit was $102.2 million for the three months ended March 31, 2017, and included charges totaling $1.8 million related to the additional depreciation expense from the purchase accounting adjustments in connection with the business combination. Gross profit for the three months ended March 31, 2016 was $101.3 million. The increase in gross profit was primarily due to higher average selling prices and volumes as previously mentioned, and was partially offset by the additional depreciation expense previously mentioned as well as the impact of the weakening of exchange rates of various currencies versus the USD of approximately $0.4 million as compared to the same period in the prior fiscal year.

The Company reported a net loss of $1.1 million for the three months ended March 31, 2017, which included a $10.0 million non-cash charge related to the change in fair market value of the deferred consideration, as well as $3.1 million related to additional depreciation and amortization expense from the purchase accounting adjustments in connection with the business combination. The Company reported net income of $2.1 million for the three months ended March 31, 2016. Adjusted EBITDA was $45.7 million for the three months ended March 31, 2017 and $41.4 million for the three months ended March 31, 2016. For a description of Adjusted EBITDA and a reconciliation to its most comparable GAAP financial measure, please read "Non-GAAP Financial Measures".

Second Quarter 2017 Performance

The results of the Company's operating performance are described below and, unless otherwise indicated, are a comparison of the three months ended March 31, 2017 (Successor) with the three months ended March 31, 2016 (Predecessor).

	Successor		Predecessor
	Three Months Ended March 31, 2017		Three Months Ended March 31, 2016		Period Over Period Favorable (Unfavorable)
(in millions)					$ Change			% Change
Chemicals
Sales and operating revenues	$	415.0	$	389.0	$	26.0		6.7	%
Gross profit	50.6		50.1		0.5			1.0	%
Plastics
Sales and operating revenues	471.7		443.9		27.8			6.3	%
Gross profit	45.8		44.8		1.0			2.2	%
Other
Sales and operating revenues	31.0		29.3		1.7			5.8	%
Gross profit	5.8		6.4		(0.6		)	(9.4	)%
Consolidated
Sales and operating revenues	917.7		862.2		55.5			6.4	%
Gross profit	102.2		101.3		0.9			0.9	%

Segment Highlights

Chemicals - Sales and operating revenues for the Chemicals line of business for the three months ended March 31, 2017 increased $26.0 million, or 6.7%. This revenue increase was primarily attributable to a 6.4% increase in average selling prices across multiple product lines as a result of the inflationary price environment. Sales volumes remained steady through North America and decreased in Asia.

Gross profit for the Chemicals line of business for the three months ended March 31, 2017 increased $0.5 million, or 1.0%. Gross profit as a percentage of sales for the Chemicals line of business for the three months ended March 31, 2017 was 12.2% as compared to 12.9% for the three months ended March 31, 2016. The decrease was driven by additional depreciation expense of approximately $1.3 million during the current period primarily due to the step up in fair value of property, plant and equipment as a result of the business combination.

Plastics - Sales and operating revenues for the Plastics line of business for the three months ended March 31, 2017 increased $27.8 million, or 6.3%. The revenue increase was primarily attributable to an 8.6% increase in volumes across all of our operating regions as a result of increased demand in North America and market expansion in EMEA and was partially offset by a 2.1% decrease in overall average selling prices as well as a decrease of $5.4 million as a result of the weakening of the exchange rates of various currencies versus the USD compared to the same period in the prior fiscal year. Revenues continued to be affected in North America due to a supplier disruption which resulted in limited availability to us of certain products we distribute on a regular basis.

Gross profit for the Plastics line of business for the three months ended March 31, 2017 increased $1.0 million, or 2.2%. Gross profit as a percentage of sales for the Plastics line of business for the three months ended March 31, 2017 was 9.7% as compared to 10.1% for the three months ended March 31, 2016. The decrease was driven by the impact of the weakening of the exchange rates of various currencies versus the USD of $0.4 million as compared to the same period in the prior fiscal year. There was also additional depreciation expense of approximately $0.5 million during the current period affecting gross profit due to the step up in fair value of the property, plant and equipment as a result of the business combination. Finally, a portion of the decrease was driven by a supplier disruption in North America resulting in limited availability to us of certain products we distribute on a regular basis.

Other - Sales and operating revenues for the Other segment for the three months ended March 31, 2017 increased $1.7 million, or 5.8%, as compared to the three months ended March 31, 2016. The increase in revenues was primarily due to price increases during the current quarter.

Gross profit declined $0.6 million, or 9.4%, for the three months ended March 31, 2017 as compared to the three months ended March 31, 2016. Gross profit as a percentage of sales for the Other segment for the three months ended March 31, 2017 was 18.7% as compared to 21.8% for the three months ended March 31, 2016. The decrease in gross profit was primarily due to a shift in service mix toward on-site services during the period as compared to the same period in the prior fiscal year.

Nexeo Solutions to Hold Earnings Conference Call

The Company will hold a conference call to discuss its second quarter fiscal year 2017 earnings on Wednesday, May 10, 2017 at 9:00 a.m. CT (10:00 a.m. ET). To participate in the conference call by telephone, please call one of the following telephone numbers and reference the below access passcode 10 minutes prior to the scheduled start time:

• Domestic:    +1.844.412.1004

• International:    +1.216.562.0451

• Passcode:    16639779

The conference call and presentation will also be broadcast live via the Internet. You may listen by accessing the Investor Relations section of the Company's website at www.nexeosolutions.com. You should connect to the website at least 15 minutes prior to the conference call to register, download and install any necessary audio software to ensure a successful user experience.

If you are unable to participate, a replay of the conference call will be available on May 10, 2017, beginning at 12:00 p.m. CT (1:00 p.m. ET), through May 17, 2017 at 12:00 p.m. CT (1:00 p.m. ET). The phone number for the conference call replay is +1.855.859.2056 (Domestic) or +1.404.537.3406 (International). The access passcode is 16639779. Additionally, the recorded conference call will be accessible through the Investor Relations section of the Company’s website at www.nexeosolutions.com.

All individuals listening to the conference call or the replay are reminded that all conference call material is copyrighted by the Company and cannot be recorded or rebroadcast without the Company's expressed written consent.

Basis of Presentation

As a result of the business combination, the Company was identified as the acquirer for accounting purposes, and the historical operations of Nexeo Solutions Holdings, LLC and its subsidiaries was deemed to be the accounting predecessor. The business combination was accounted for using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting for the assets and liabilities of the acquired company that is based on the fair value of net assets acquired and liabilities assumed. As a result of the application of the acquisition method of accounting, the condensed consolidated financial statements for the Predecessor period and for the Successor period are presented on a different basis and are, therefore, not directly comparable without certain adjustments.

Non-GAAP Financial Measures

Certain financial measures presented herein, including EBITDA, Adjusted EBITDA and Net Debt were derived based on methodologies other than in accordance with generally accepted accounting principles in the United States ("GAAP"). The Company’s management has included these measures because they believe they are indicative of the Company’s operating performance, are used by investors and analysts to evaluate the Company and can facilitate comparisons across periods. As presented by the Company’s management, these measures may not be comparable to similarly titled measures reported by other companies. EBITDA, Adjusted EBITDA and Net Debt should be considered in addition to, not as substitutes for, financial measures presented in accordance with GAAP. Moreover, certain non-GAAP financial measures as presented for financial reporting purposes herein may differ from similarly titled measures in the applicable covenants in our credit facilities.

The Company evaluates performance on the basis of Adjusted EBITDA, which it defines as its consolidated net income (loss), plus the sum of interest expense, net of interest income, income tax expense (benefit), depreciation, amortization, other operating expenses, net (which primarily consists of acquisition and integration-related expenses, employee stock-based compensation expense, and other restructuring and transformational expenses), impairment charges, loss on extinguishment of debt and other income (expense), net, gains and losses on foreign currency transactions, debt refinancing costs and other non-operating activity. Management believes that Adjusted EBITDA is indicative of the Company’s operating performance and that it is used by investors and analysts to evaluate companies with similar capital structures. The Company believes that Adjusted EBITDA is an important indicator of operating performance because:

• Adjusted EBITDA excludes the effects of income taxes, as well as the effects of financing and investing activities by eliminating the effects of interest, depreciation and amortization;

• the Company uses Adjusted EBITDA in setting performance incentive targets;

• the Company considers gains (losses) on the acquisition, disposal and impairment of assets as resulting from investing decisions rather than ongoing operations; and

• other significant one-time items, while periodically affecting the Company's results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of its results.

A reconciliation of Adjusted EBITDA to Net Income (Loss) Attributable to Nexeo Solutions, Inc. and Subsidiaries, the most comparable GAAP financial measure, is included at the end of this release.

About Nexeo Solutions, Inc.

Nexeo Solutions is a leading global chemicals and plastics distributor, representing products from world-class producers to a diverse customer base. From product specification to sustainable solutions, the Company goes beyond traditional logistics to provide value-added services across many industries, including chemicals manufacturing, oil and gas, coatings, personal care, healthcare, automotive and 3D printing. The Company leverages a centralized technology platform to identify efficiencies and create solutions to unlock value for suppliers and customers. Learn more at www.nexeosolutions.com.

Forward-Looking Statements

This press release contains statements related to the Company’s future plans and expectations and, as such, includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those statements that are based upon management’s current plans and expectations as opposed to historical and current facts and are often identified in this press release by use of words including but not limited to “may,” “believe,” “will,” “project,” “expect,” “estimate,” “anticipate,” and “plan.” Although the forward-looking statements contained in this press release 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. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause the Company’s actual results, performance prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: the Company’s ability to achieve projected cost savings; consolidation of the Company’s competitors; increased costs of products the Company purchases and its ability to pass on cost increases to its customers; disruptions to the supply of chemicals and plastics that the Company distributes or in the operations of the Company’s customers; the Company’s significant working capital requirements and the risks associated with maintaining large inventories; any disruptions to the Company’s ERP system; the Company’s ability to meet the demands of the Company’s customers on a timely basis; risks and costs related with operating as a stand-alone company; risks related to the Company’s supplier and customer contracts; risks related to the Company’s substantial indebtedness; changes in state, federal or foreign laws affecting the industries in which we operate; the Company’s ability to comply with any new and existing environmental and other laws and regulations; and general business and economic trends in the United States and other countries, including uncertainty as to changes and trends. The Company's future results will depend upon various other 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.

FOR FURTHER INFORMATION PLEASE CONTACT

Investor Relations, Nexeo Solutions

Tel: +1.281.297.0856, Investor.Relations@nexeosolutions.com

Nexeo Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

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

	March 31, 2017			September 30, 2016
Current Assets
Cash and cash equivalents	$	95.3		$	47.5
Accounts and notes receivable (net of allowance for doubtful accounts of $1.4 million and $1.4 million, respectively)	540.4			474.8
Inventories	336.4			315.8
Other current assets	23.8			25.7
Total current assets	995.9			863.8
Non-Current Assets
Property, plant and equipment, net	327.3			322.6
Goodwill	661.0			665.7
Other intangible assets, net of amortization	211.2			215.0
Deferred income taxes	1.6			1.1
Other non-current assets	10.9			10.7
Total non-current assets	1,212.0			1,215.1
Total Assets	$	2,207.9		$	2,078.9
Current Liabilities
Short-term borrowings, current portion of long-term debt and capital lease obligations	$	47.1		$	47.7
Accounts payable	353.3			325.8
Accrued expenses and other liabilities	37.6			45.7
Due to related party pursuant to contingent consideration obligations	5.1			—
Income taxes payable	2.3			2.0
Total current liabilities	445.4			421.2
Non-Current Liabilities
Long-term debt and capital lease obligations, less current portion, net	871.3			765.6
Deferred income taxes	16.4			23.1
Due to related party pursuant to contingent consideration obligations	135.9			118.4
Other non-current liabilities	7.5			5.8
Total non-current liabilities	1,031.1			912.9
Total Liabilities	1,476.5			1,334.1
Commitments and contingencies
Equity
Preferred stock, $0.0001 par value (1,000,000 shares authorized, none issued and outstanding as of March 31, 2017 and September 30, 2016)	—			—
Common stock, $0.0001 par value (300,000,000 shares authorized; 89,276,183 shares issued and outstanding as of March 31, 2017 and 89,286,936 shares issued and outstanding as of September 30, 2016)	—			—
Additional paid-in capital	761.6			758.9
Accumulated deficit	(19.0		)	(9.6		)
Accumulated other comprehensive loss	(11.2		)	(4.5		)
Total equity	731.4			744.8
Total Liabilities and Equity	$	2,207.9		$	2,078.9

Nexeo Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

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

	Successor						Predecessor
	Three Months Ended   March 31, 2017			Six Months Ended   March 31, 2017			Three Months Ended   March 31, 2016			Six Months Ended   March 31, 2016
Sales and operating revenues	$	917.7		$	1,712.5		$	862.2		$	1,689.9
Cost of sales and operating expenses	815.5			1,525.9			760.9			1,493.4
Gross profit	102.2			186.6			101.3			196.5
Selling, general and administrative expenses	80.0			154.5			76.7			151.4
Transaction related costs	0.3			1.1			6.3			7.3
Change in fair value of contingent consideration obligations	10.0			20.6			—			—
Operating income	11.9			10.4			18.3			37.8
Other income, net	0.2			2.6			0.9			2.6
Interest income (expense)
Interest income	0.1			0.2			0.1			0.1
Interest expense	(12.5		)	(24.5		)	(15.5		)	(31.1		)
Net income (loss) from continuing operations before income taxes	(0.3		)	(11.3		)	3.8			9.4
Income tax expense (benefit)	0.8			(1.9		)	1.8			3.1
Net income (loss) from continuing operations	(1.1		)	(9.4		)	2.0			6.3
Net income from discontinued operations, net of tax	—			—			0.1			0.1
Net Income (Loss) Attributable to Nexeo Solutions, Inc.	$	(1.1	)	$	(9.4	)	$	2.1		$	6.4
Net loss per share available to common stockholders
Basic and diluted	(0.01		)	(0.12		)
Weighted average number of common shares outstanding
Basic and diluted	76,746,168			76,746,168

Nexeo Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited, in millions)

	Successor			Predecessor
	Six Months Ended   March 31, 2017			Six Months Ended   March 31, 2016
Cash flows from operations
Net income (loss) from continuing operations	$	(9.4	)	$	6.3
Adjustments to reconcile to cash flows from operations:
Depreciation and amortization	34.6			27.4
Debt issuance costs amortization, debt issuance costs write-offs and original issue discount amortization	2.0			4.4
Provision for bad debt	(0.1		)	1.1
Deferred income taxes	(5.6		)	0.9
Equity-based compensation expense	2.7			0.6
Change in fair value of contingent consideration obligations	20.6			—
(Gain)/loss on sale of property and equipment	0.1			(1.9		)
Gain on debt extinguishment, net	—			(0.6		)
Gain related to reimbursements of certain capital expenditures incurred	(2.7		)	—
Changes in assets and liabilities:
Accounts and notes receivable	(70.4		)	20.7
Inventories	(23.7		)	6.3
Other current assets	1.9			(3.7		)
Accounts payable	33.8			(3.7		)
Related party payable	—			(0.2		)
Accrued expenses and other liabilities	(10.6		)	(10.7		)
Changes in other operating assets and liabilities, net	0.9			(3.3		)
Net cash provided by (used in) operating activities	(25.9		)	43.6
Cash flows from investing activities
Additions to property and equipment	(14.5		)	(9.4		)
Proceeds from the disposal of property and equipment	0.1			2.0
Proceeds from reimbursement of certain capital expenditures incurred	2.9			—
Cash paid for acquisitions	(5.1		)	—
Net cash used in investing activities	(16.6		)	(7.4		)
Cash flows from financing activities
Repurchases of membership units	—			(0.1		)
Proceeds from short-term debt	19.5			18.6
Repayments of short-term debt	(19.1		)	(15.0		)
Proceeds from issuance of long-term debt	385.5			207.3
Repayments of long-term debt and capital lease obligations	(293.6		)	(314.7		)
Payments of debt issuance costs	(1.3		)	—
Net cash provided by (used in) financing activities	91.0			(103.9		)
Effect of exchange rate changes on cash and cash equivalents	(0.7		)	(0.3		)
Increase (decrease) in cash and cash equivalents	47.8			(68.0		)
Cash and cash equivalents at the beginning of the period	47.5			127.7
Cash and cash equivalents at the end of the period	$	95.3		$	59.7
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	24.7		$	26.4
Cash paid during the period for taxes	$	2.6		$	2.9
Supplemental disclosure of non-cash investing activities:
Non-cash capital expenditures	$	15.8		$	15.8
Non-cash intangible assets acquired	$	3.4		$	—
Supplemental disclosure of non-cash financing activities:
Non-cash capital lease obligations, net	$	13.4		$	13.8

Nexeo Solutions, Inc. and Subsidiaries

Segment Information

(Unaudited, in millions)

	Successor		Predecessor
	Three Months Ended   March 31, 2017		Three Months Ended   March 31, 2016
Chemicals
Sales and operating revenues	$	415.0	$	389.0
Gross profit	50.6		50.1
Plastics
Sales and operating revenues	471.7		443.9
Gross profit	45.8		44.8
Other
Sales and operating revenues	31.0		29.3
Gross profit	5.8		6.4
Consolidated
Sales and operating revenues	917.7		862.2
Gross profit	102.2		101.3

Nexeo Solutions, Inc. and Subsidiaries

Adjusted EBITDA Reconciliation

(Unaudited, in millions)

	Successor			Predecessor
	Three Months Ended   March 31, 2017			Three Months Ended   March 31, 2016
Net income (loss)	$	(1.1	)	$	2.1
Net (income) loss from discontinued operations	—			(0.1		)
Interest expense, net	12.4			15.4
Income tax expense (benefit)	0.8			1.8
Depreciation and amortization	17.8			13.8
Other operating expenses, net (1)	15.8			8.4
Adjusted EBITDA from continuing operations	$	45.7		$	41.4

⁽¹⁾  See Other Operating Expenses, Net table for additional detail

Nexeo Solutions, Inc. and Subsidiaries

Other Operating Expenses, Net

(Unaudited, in millions)

	Successor		Predecessor
	Three Months Ended   March 31, 2017		Three Months Ended   March 31, 2016
Management add-backs (1)	$	3.4	$	1.3
Change in fair value of contingent consideration obligations	10.0		—
Foreign exchange (gains) losses, net (2)	0.8		(0.3		)
Management fees (3)	—		0.8
Compensation expense related to management equity plan (non-cash)	1.3		0.3
Transaction and other transaction related costs (4)	0.3		6.3
Other operating expenses, net	$	15.8	$	8.4

⁽¹⁾  One-time management adjustments associated with integration, restructuring and transformational activities not directly related to the business combination

⁽²⁾  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 the Company's performance and facilitate more meaningful comparisons of performance to other fiscal periods

⁽³⁾  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

⁽⁴⁾  Includes professional and transaction costs related to acquisitions, potential acquisitions and other business combination related items

EX-99.2

1 SECOND QUARTER FISCAL YEAR 2017 Earnings Conference Call & Presentation May 10, 2017 at 9:00 a.m. CT (10:00 a.m. ET)

2 Second Quarter Fiscal Year 2017 Welcome to Nexeo’s Earnings Conference Call and Presentation May 10, 2017 beginning at 9:00 a.m. CT (10:00 a.m. ET) …Please stand by, we will begin momentarily Dial-In Information Domestic: +1.844.412.1004 International: +1.216.562.0451 Passcode: 16639779

3 Agenda and Management Introductions 1 INTRODUCTIONS AND SAFE HARBOR 2 BUSINESS COMMENTARY 3 FINANCIAL PERFORMANCE 4 OUTLOOK AND CLOSING REMARKS Michael Everett VP, Treasurer, FP&A, Investor Relations David Bradley President & Chief Executive Officer Ross Crane Executive VP & Chief Financial Officer David Bradley President & Chief Executive Officer 5 Q&A

4 Non-GAAP Financial Measures and Safe Harbor Non-GAAP Financial Measures Certain financial measures presented herein, including EBITDA, Adjusted EBITDA and Net Debt 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, Adjusted EBITDA and Net Debt should be considered in addition to, not as substitutes for, financial measures presented in accordance with GAAP. For a reconciliation of EBITDA, Adjusted EBITDA and Net Debt 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.

BUSINESS COMMENTARY David Bradley President & Chief Executive Officer

Second Quarter Performance and Achievements 6 Attractive Industry Growth Characteristics  Revenue increased 6% to $918 million, driven by volume growth of 4% and strong price execution  Net loss for the quarter of $1 million, included a $10 million non-cash net charge related to deferred consideration  Excluding non-cash charges, net income increased over 3x from last year’s second quarter  Adjusted EBITDA* increased over 10% to $46 million  Nine new specialty supplier authorizations fiscal year to date  New transportation management system continues to promote efficiency and represents a key element of this year’s productivity initiatives  Acquisition of Ultra Chem  High growth specialty chemical distribution business with a market leading position in Mexico and emerging position in Central America  Proprietary acquisition process at an attractive purchase price  Complementary product-line portfolio and cultural fit *Non-GAAP financial measure; See appendix slides for reconciliation to the most comparable GAAP financial measure

FINANCIAL PERFORMANCE Ross Crane Chief Financial Officer

Consolidated  Volume up 4.0%  Average selling prices up 2.3% Chemicals  Volume up slightly  Average selling prices up 6.4% Plastics  Volume increased 8.6%  Average selling prices down 2.1% Fiscal Second Quarter 2017 Highlights 8 (1) 2Q17 includes $1.3 million for additional depreciation expense related to the business combination (2) 2Q17 includes $0.5 million for additional depreciation expense related to the business combination (3) 2Q17 includes $1.3 million for additional depreciation and amortization expense related to the business combination *Non-GAAP financial measure; See appendix slides for reconciliation to the most comparable GAAP financial measure **Not meaningful In millions (except per share data) Successor Predecessor Three Months Ended Mar-31-2017 Three Months Ended Mar-31-2016 2Q-FY17 2Q-FY16 $ % Sales and operating revenues Chemicals 415.0$ 389.0$ 26.0 6.7 % Plastics 471.7 443.9 27.8 6.3 % Other 31.0 29.3 1.7 5.8 % Total sales and operating revenues 917.7 862.2 55.5 6.4 % Gross profit Chemicals (1) 50.6 50.1 0.5 1.0 % Margin 12.2% 12.9% Plastics (2) 45.8 44.8 1.0 2.2 % Margin 9.7% 10.1% Other 5.8 6.4 (0.6) (9.4)% Total gross profit 102.2 101.3 0.9 0.9 % Total gross profit margin 11.1% 11.7% SG&A (3) 80.0 76.7 (3.3) (4.3)% Transaction related costs 0.3 6.3 6.0 95.2 % Change in fair value related to contingent consideration 10.0 - (10.0) ** Operating income 11.9 18.3 (6.4) (35.0)% Other income 0.2 0.9 (0.7) (77.8)% Interest expense, net (12.4) (15.4) 3.0 19.5 % Net income (loss) from continuing operations before income taxes (0.3) 3.8 (4.1) (107.9)% Income tax expense 0.8 1.8 1.0 55.6 % Net income (loss) from continuing operations (1.1) 2.0 (3.1) (155.0)% Net income from discontinued operations, net of tax - 0.1 (0.1) ** Net income (loss) Attributed to Nexeo Solutions, Inc. (1.1)$ 2.1$ (3.2) (152.4)% Weighted average common shares outstanding - basic and diluted 76.7 EPS - basic and diluted (0.01)$ Adjusted EBITDA* 45.7$ 41.4$ 4.3$ 10.4 % Adjusted EBITDA* % of sales 5.0% 4.8% Variance YoY (70) bps (40) bps (60) bps 20 bps

Key Balance Sheet Metrics 9 (1) Total debt and Net Debt include unamortized debt issuance costs in accordance with the adoption of ASU No. 2015-03 and ASU No. 2015-15 (2) Net Debt is a non-GAAP financial measure and is defined as long-term debt and capital lease obligations, net of discount and deferred financing costs, plus short-term borrowings and current portion of long-term debt and capital lease obligations less cash and cash equivalents; See appendix slides for a reconciliation of Net Debt to the most comparable GAAP financial measure (3) Leverage is calculated as Net Debt divided by Adjusted EBITDA from continuing operations; See appendix slides for a reconciliation of Net Debt and Adjusted EBITDA to the most comparable GAAP financial measure (4) Working capital is calculated as accounts receivable plus inventory less accounts payable $838.7 $831.4 $918.4 Q2-FY16 Q1-FY17 Q2-FY17 $779.0 $798.1 $823.1 Q2-FY16 Q1-FY17 Q2-FY17 $483.2 $473.8 $523.5 13.4% 14.0% 15.3% Q2-FY16 Q1-FY17 Q2-FY17 Working Capital Working Capital % LTM Sales $59.7 $33.3 $95.3 Q2-FY16 Q1-FY17 Q2-FY17 Working Capital (4)Net Debt (1)(2) CashTotal Debt (1) ($ in millions) 4.8x4.7x4.1xLeverage (3)

CLOSING REMARKS David Bradley President & Chief Executive Officer

Guidance Outlook and Assumptions 11 Ideal Consolidation Platform Attractive Industry Growth Characteristics  Fiscal year 2017 Guidance Outlook  Q3 and Q4 are seasonally our strongest performing quarters  Unit margins are back to historical norms going into the rest of the year  Modest increase in revenue and gross profit  Adjusted EBITDA* expected to grow ~10%  Fiscal year 2017 Assumptions  Minimal to moderate improvement in macro dynamics  Modest volatility in crude oil prices Item 2016 2017 Revenue $3,406 M Gross Profit $380 M SG&A $301 M FY Capex (1) $19 M Cash Tax $6 M D&A $58 M Cash Interest $50 M FY Adjusted EBITDA* $174 M ~10% Maintain Fiscal Year 2017 Guidance (1) Net of asset sales *Non-GAAP financial measure; See appendix slides for reconciliation to the most comparable GAAP financial measure

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THANK YOU FOR ATTENDING We look forward to hosting you next quarter! Please feel free to reach out to our Investor Relations Personnel via the contact information below with any outstanding questions you have or if you would like to discuss our strategy and investment proposition in further detail +1.281.297.0856 Investor.Relations@nexeosolutions.com

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) Final prospectus related to the Registration Statement on Form S-3/A filed on 08/30/16, (ii) Current Report on Form 8-K filed with the SEC on 06/15/16, and (iii) Current Report on Form 8-K filed with the SEC on 03/22/16 (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 06/09/26 (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 06/09/21 *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 Q2-FY16 Apr. 1-Jun. 8 2016(1) Q2-FY16(2) Q3-FY16(3) Q4-FY16 Q1-FY17 Q2-FY17 Net income (loss) $ 2.1 $ (20.2) $ (1.5) $ (15.5) $ 8.7 $ (8.3) $ (1.1) Net (income) loss from discontinued operations (0.1) - - - - - - Interest expense, net 15.4 11.2 (0.4) 2.9 12.0 11.9 12.4 Income tax expense (benefit) 1.8 1.1 - (1.3) 2.5 (2.7) 0.8 Depreciation and amortization 13.8 10.3 - 4.3 16.3 16.8 17.8 Other operating expenses, net (4) 8.4 29.9 1.9 24.1 6.9 16.1 15.8 Adjusted EBITDA from continuing operations $ 41.4 $ 32.3 $ - $ 14.5 $ 46.4 $ 33.8 $ 45.7 ($ in millions, Unaudited) 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 03/31/2016 06/30/2016 09/30/2016 12/31/2016 03/31/2017 Net income (loss) $ 33.3 $ (21.2) $ (22.2) $ (34.7) $ (36.4) Net (income) loss from discontinued operations (0.1) (0.1) (0.1) (0.1) - Interest expense, net 62.5 60.4 56.5 53.0 50.4 Income tax expense (benefit) 6.1 4.1 5.4 1.4 0.4 Depreciation and amortization 53.6 55.1 58.3 61.5 65.5 Other operating expenses, net (1) 33.9 83.4 75.8 87.3 92.8 Adjusted EBITDA from continuing operations $ 189.3 $ 181.7 $ 173.7 $ 168.4 $ 172.7 Last Twelve Months Ending($ in millions, Unaudited)

Non-GAAP Reconciliation (continued) 18 Nexeo Solutions, Inc. and Subsidiaries Quarterly Other Operating Expenses, Net Q2-FY16 Apr. 1-Jun. 8 2016(1) Q2-FY16(2) Q3-FY16(3) Q4-FY16 Q1-FY17 Q2-FY17 Management add-backs (4) $ 1.3 $ 1.9 $ 0.1 $ 0.6 $ 3.4 $ 2.5 $ 3.4 Change in FV of contingent consideration obligations - - - - (11.2) 10.6 10.0 Foreign exchange (gains) losses, net (5) (0.3) 1.3 - 0.4 0.7 0.8 0.8 Management fees (6) 0.8 0.5 - - - - - Compensation expense related to management equity plan (non-cash) 0.3 0.1 - 0.3 1.2 1.4 1.3 Gain on sale of Franklin Park facility - - - - 2.6 - - Inventory step up - - - 6.9 6.9 - - Transaction and other transaction-related items (7) 6.3 26.1 1.8 15.9 3.3 0.8 0.3 Other operating expenses, net $ 8.4 $ 29.9 $ 1.9 $ 24.1 $ 6.9 $ 16.1 $ 15.8 (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 the Company’s 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 acquisitions, potential acquisitions and other business combination related items Predecessor Successor ($ in millions, Unaudited)

Non-GAAP Reconciliation (continued) 19 Nexeo Solutions, Inc. and Subsidiaries LTM Other Operating Expenses, Net 03/31/2016 06/30/2016 09/30/2016 12/31/2016 03/31/2017 Management add-backs (1) $ 8.5 $ 8.4 $ 8.9 $ 9.8 $ 11.8 Change in FV of contingent consideration obligations - - (11.2) (0.6) 9.4 FY 2015 special one-time compensation incentives (2) 8.9 8.9 - - - Foreign exchange (gains) losses, net (3) 1.9 3.2 2.6 2.9 4.0 Management fees (4) 4.1 3.3 2.2 1.3 0.5 Compensation expense related to management equity plan (non-cash) 1.2 1.3 2.2 3.3 4.3 Gain on sale of Franklin Park facility - - 2.6 2.6 2.6 Inventory step up - 6.9 13.8 13.8 13.8 Transaction and other transaction-related items (5) 9.3 51.4 54.7 54.2 46.4 Other operating expenses, net $ 33.9 $ 83.4 $ 75.8 $ 87.3 $ 92.8 (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 the Company’s 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) Includes professional and transaction costs related to acquisitions, potential acquisitions and other business combination related items Last Twelve Months Ending($ in millions, Unaudited)

Non-GAAP Reconciliation (continued) 20 Nexeo Solutions, Inc. and Subsidiaries Net Debt Reconciliation Q2-FY16 Q1-FY17 Q2-FY17 Long-term debt and capital lease obligations, less current portion, net $ 798.0 $ 783.3 $ 871.3 Short-term borrowings and current portion of long-term debt and capital lease obligations 40.7 48.1 47.1 Total Debt 838.7 831.4 918.4 Cash and cash equivalents (59.7) (33.3) (95.3) Net Debt $ 779.0 $ 798.1 $ 823.1 Predecessor Successor ($ in millions, Unaudited)

NEXEO SOLUTIONS, INC.