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):  August 8, 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 August 8, 2017, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter ended June 30, 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. Third 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: August 8, 2017

EXHIBIT INDEX

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

EX-99.1

Nexeo Solutions Reports Third Quarter Fiscal Year 2017 Financial Results

Third Quarter 2017 Highlights (Versus Third Quarter 2016)

• Net income for the quarter of $10 million, compared with prior year net loss for the Successor and Predecessor of $16 million and $20 million, respectively

• Double digit Adjusted EBITDA growth of 12% to $52.4 million, from prior year Adjusted EBITDA for the Successor and Predecessor of $14.5 million and $32.3 million, respectively

• Gross Profit increased 9% to $103 million, from prior year Gross Profit for the Successor and Predecessor of $19 million and $75 million, respectively

• Ultra Chem contributed to results as the integration process is on track and commercial synergy prospects develop

• New transportation management system implementation finalized, which will drive operational efficiency

• Launched new MyNexeo.com customer portal to enhance customer service

THE WOODLANDS, Texas - Aug. 08, 2017 - Nexeo Solutions, Inc. (NASDAQ:NXEO) (the "Company" or "Nexeo Solutions"), today announced its consolidated financial results for the three months ended June 30, 2017.

David Bradley, President and Chief Executive Officer of Nexeo Solutions stated, "This was a strong quarter for Nexeo as we continued to execute on our strategic plan, delivering true end-to-end solutions that unlock value for suppliers and customers. I am pleased to report strong gross profit growth, which led to our second straight quarter of double digit EBITDA growth. The investments we’ve made in sales force capability and pricing technology, combined with the productivity of our centralized business model, allowed us to differentiate our performance.

"We finalized implementation of our new transportation management system, enhancing our centralized, proprietary operating platform to drive efficiencies and cost savings going forward. We added to our portfolio of value-added customer services by launching our new MyNexeo.com customer portal. In addition, this quarter’s results benefited from the recent acquisition of Ultra Chem, which is on track toward meeting the targets for revenue growth and specialty mix expansion we anticipated. Nexeo’s revenue for the third quarter of fiscal 2017 grew 9% year-over-year to $943 million; we delivered $10 million of net income; and adjusted EBITDA was up 12%. Looking forward, we remain focused on executing our strategic plan and committed to achieving our long-term growth and margin objectives."

Sales and operating revenues for the three months ended June 30, 2017 were $942.7 million, including $17.1 million in revenues from Ultra Chem, and $214.3 million for the three months ended June 30, 2016 for the Successor, and were $650.2 million for the Predecessor period from April 1, 2016 through June 8, 2016. Excluding the impact of Ultra Chem, the increase in revenues was driven by a 6.0% increase in average selling price primarily due to inflation and an increase in volume of 1.0% in the current period. This increase was partially offset by a decline of approximately $6.9 million as a result of the weakening of the exchange rates of various currencies versus the USD as compared to the same period in the prior fiscal year.

Gross profit for the Successor was $102.7 million, or 10.9% and $18.8 million, or 8.8%, for the three months endedJune 30, 2017 and June 30, 2016, respectively, and was $75.4 million, or 11.6%, for the Predecessor period from April 1, 2016 through June 8, 2016. The increase in gross profit was driven by the increase in average selling prices across the Chemicals and Plastics lines of business. As compared to the same period in the prior fiscal year, gross profit was negatively affected by the impact of the weakening of the exchange rates of various currencies versus the USD of approximately $0.7 million and additional depreciation expense of approximately $1.4 million due to the step up in fair value of the property, plant and equipment as a result of the merger of W. L. Ross Holding Corp with Nexeo Solutions on June 9, 2016 ("Business Combination"). Gross profit in the current period includes $1.2 million related to the inventory step up as a result of the Ultra Chem acquisition, whereas, the same period in the prior year includes $6.9 million related to half of the inventory step up associated with the Business Combination. Additionally, gross profit was negatively affected during the current quarter by an increase in common carrier transportation costs.

The Company reported Successor net income of $10.2 million and net loss of $15.5 million for the three months ended June 30, 2017 and June 30, 2016, respectively, and reported a net loss of $20.2 million for the Predecessor period from April 1, 2016 through June 8, 2016. Successor Adjusted EBITDA was $52.4 million and $14.5 million for the three months ended June 30, 2017 and June 30, 2016, respectively, and was $32.3 million the Predecessor period from April 1, 2016 through June 8, 2016. For a description of Adjusted EBITDA and a reconciliation to its most comparable GAAP financial measure, please read "Non-GAAP Financial Measures".

Third 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 June 30, 2017 (Successor) with the three months ended June 30, 2016 (Successor) and with the period April 1, 2016 through June 8, 2016 (Predecessor).

	Successor				Predecessor
	Three Months Ended June 30, 2017		Three Months Ended June 30, 2016*		April 1 Through June 8, 2016
Chemicals
Sales and operating revenues	$	443.9	$	94.2	$	298.7
Gross profit	54.3		9.6		38.8
Plastics
Sales and operating revenues	466.2		109.9		329.8
Gross profit	43.1		6.7		32.2
Other
Sales and operating revenues	32.6		10.2		21.7
Gross profit	5.3		2.5		4.4
Consolidated
Sales and operating revenues	942.7		214.3		650.2
Gross profit	102.7		18.8		75.4

^{*The three months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016} 

Segment Highlights

Chemicals - Sales and operating revenues for the Chemicals line of business for the three months endedJune 30, 2017 were $443.9 million, including $17.1 million in revenues from Ultra Chem, and $94.2 million for the three months ended June 30, 2016, for the Successor, and were $298.7 million for the Predecessor period from April 1, 2016 through June 8, 2016. Revenues were driven by an 8.8% increase in the average selling price primarily due to inflation, with flat volume in the current period. This increase was partially offset by a decline of $1.1 million as a result of the weakening of the exchange rates of various currencies versus the USD as compared to the same period in the prior fiscal year.

Gross profit for the Successor was $54.3 million, or 12.2%, and $9.6 million, or 10.2%, for the three months endedJune 30, 2017 and June 30, 2016, respectively, and was $38.8 million, or 13.0%, for the Predecessor period from April 1, 2016 through June 8, 2016. The increase in gross profit was primarily due to the increase in average selling price as discussed. As compared to the same period in the prior fiscal year, gross profit was negatively affected by the impact of the weakening of the exchange rates of various currencies versus the USD of approximately $0.2 million and additional depreciation expense of approximately $1.0 million due to the step up in fair value of property, plant and equipment as a result of the Business Combination. Gross profit in the current period includes $1.2 million related to the inventory step up as a result of the Ultra Chem acquisition, whereas, the same period in the prior year includes $3.0 million related to half of the inventory step up associated with the Business Combination. Additionally, gross profit was negatively affected by an increase in common carrier transportation costs. 

Plastics - Sales and operating revenues for the Plastics line of business for the Successor were $466.2 million and $109.9 million for the three months endedJune 30, 2017 and June 30, 2016, respectively, and were $329.8 million for the Predecessor period from April 1, 2016 through June 8, 2016. The increase in revenue was driven by a 3.5% increase in average selling price during the current period throughout the regions, as well as a 2.4% increase in volume driven primarily by regional strength in EMEA and Asia. These increases were partially offset by a decline of approximately $5.8 million as a result of the weakening of the exchange rates of various currencies versus the USD as compared to the same period in the prior fiscal year. North America revenues continued to be negatively impacted due to a supplier disruption which has limited the availability to us of certain products we distribute on a regular basis.

Gross profit for the Successor was $43.1 million, or 9.2%, and $6.7 million, or 6.1%, for the three months endedJune 30, 2017 and June 30, 2016, respectively, and was $32.2 million, or 9.8%, for the Predecessor period from April 1, 2016 through June 8, 2016. The increase in gross profit was primarily due to the increase in average selling price as discussed and market expansion in EMEA. As compared to the same period in the prior fiscal year the impact of the weakening of the exchange rates of various currencies versus the USD of approximately $0.5 million and by additional depreciation expense of approximately $0.4 million affecting gross profit due to the step up in fair value of the property, plant and equipment as a result of the Business Combination as compared to the same quarter in the prior fiscal year. Gross profit in the same period in the prior year includes $3.9 million related to half of the inventory step up associated with the Business Combination. Additionally, gross profit was negatively affected by an increase in common carrier transportation costs and North America continued to be impacted from a supplier disruption which has limited the availability to us of certain products we distribute on a regular basis.

Other - Sales and operating revenues for the Other segment for the Successor were $32.6 million and $10.2 million for the three months endedJune 30, 2017 and June 30, 2016, respectively, and were $21.7 million for the Predecessor period from April 1, 2016 through June 8, 2016. The increase in revenues was primarily driven by price increases during the current period.

Gross profit for the Successor was $5.3 million, or 16.3%, and $2.5 million, or 24.5%, for the three months endedJune 30, 2017 and June 30, 2016, respectively, and was $4.4 million, or 20.3%, for the Predecessor period from April 1, 2016 through June 8, 2016. As compared to the same period in the prior fiscal year, gross profit was negatively affected by an increase in common carrier transportation costs and a shift in service mix toward on-site services.

Nexeo Solutions to Hold Earnings Conference Call

The Company will hold a conference call to discuss its third quarter fiscal year 2017 earnings on Wednesday, August 9, 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:    50090074

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 August 9, 2017, beginning at 12:00 p.m. CT (1:00 p.m. ET), through August 16, 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 50090074. 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)

	June 30, 2017			September 30, 2016
Current Assets
Cash and cash equivalents	$	34.1		$	47.5
Accounts and notes receivable (net of allowance for doubtful accounts of $1.7 million and $1.4 million, respectively)	555.5			474.8
Inventories	362.8			315.8
Other current assets	25.1			25.7
Total current assets	977.5			863.8
Non-Current Assets
Property, plant and equipment, net	321.4			322.6
Goodwill	694.2			665.7
Other intangible assets, net of amortization	233.0			215.0
Deferred income taxes	1.9			1.1
Other non-current assets	8.9			10.7
Total non-current assets	1,259.4			1,215.1
Total Assets	$	2,236.9		$	2,078.9
Current Liabilities
Short-term borrowings, current portion of long-term debt and capital lease obligations	$	48.7		$	47.7
Accounts payable	349.8			325.8
Accrued expenses and other liabilities	51.0			45.7
Due to related party pursuant to contingent consideration obligations	4.8			—
Income taxes payable	1.9			2.0
Total current liabilities	456.2			421.2
Non-Current Liabilities
Long-term debt and capital lease obligations, less current portion, net	855.3			765.6
Deferred income taxes	22.8			23.1
Due to related party pursuant to contingent consideration obligations	139.0			118.4
Other non-current liabilities	9.4			5.8
Total non-current liabilities	1,026.5			912.9
Total Liabilities	1,482.7			1,334.1
Commitments and contingencies
Equity
Preferred stock, $0.0001 par value (1,000,000 shares authorized, none issued and outstanding as of June 30, 2017 and September 30, 2016)	—			—
Common stock, $0.0001 par value (300,000,000 shares authorized; 89,281,617 shares issued and 89,272,041 shares outstanding as of June 30, 2017 and 89,286,936 shares issued and outstanding as of September 30, 2016)	—			—
Additional paid-in capital	763.1			758.9
Accumulated deficit	(8.8		)	(9.6		)
Accumulated other comprehensive loss	—			(4.5		)
Treasury stock, at cost: 9,576 shares as of June 30, 2017 and none as of September 30, 2016	(0.1		)	—
Total equity	754.2			744.8
Total Liabilities and Equity	$	2,236.9		$	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   June 30, 2017			Nine Months Ended   June 30, 2017			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
Sales and operating revenues	$	942.7		$	2,655.2		$	214.3		$	214.3		$	650.2		$	2,340.1
Cost of sales and operating expenses	840.0			2,365.9			195.5			195.5			574.8			2,068.2
Gross profit	102.7			289.3			18.8			18.8			75.4			271.9
Selling, general and administrative expenses	79.4			233.9			19.1			19.2			57.5			208.9
Transaction related costs	0.2			1.3			15.9			18.0			26.1			33.4
Change in fair value of contingent consideration obligations	(0.8		)	19.8			(2.3		)	(2.3		)	—			—
Operating income (loss)	23.9			34.3			(13.9		)	(16.1		)	(8.2		)	29.6
Other income, net	5.7			8.3			—			—			0.3			2.9
Interest income (expense)
Interest income	—			0.2			0.3			0.9			—			0.1
Interest expense	(13.5		)	(38.0		)	(3.2		)	(3.2		)	(11.2		)	(42.3		)
Net income (loss) from continuing operations before income taxes	16.1			4.8			(16.8		)	(18.4		)	(19.1		)	(9.7		)
Income tax expense (benefit)	5.9			4.0			(1.3		)	(1.3		)	1.1			4.2
Net income (loss) from continuing operations	10.2			0.8			(15.5		)	(17.1		)	(20.2		)	(13.9		)
Net income from discontinued operations, net of tax	—			—			—			—			—			0.1
Net Income (Loss) Attributable to Nexeo Solutions, Inc.	$	10.2		$	0.8		$	(15.5	)	$	(17.1	)	$	(20.2	)	$	(13.8	)
Net income (loss) per share available to common stockholders
Basic	0.13			0.01			(0.45		)	(0.81		)
Diluted	$	0.13		$	0.01		$	(0.45	)	$	(0.81	)
Weighted average number of common shares outstanding
Basic	76,743,853			76,745,396			34,072,056			21,241,897
Diluted	76,828,868			76,830,296			34,072,056			21,241,897

^{*The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016} 

Nexeo Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited, in millions)

	Successor						Predecessor
	Nine Months Ended   June 30, 2017			Nine Months Ended June 30, 2016*			October 1, 2015 Through June 8, 2016
Cash flows from operations
Net income (loss) from continuing operations	$	0.8		$	(17.1	)	$	(13.9	)
Adjustments to reconcile to cash flows from operations:
Depreciation and amortization	53.5			4.3			37.7
Debt issuance costs amortization, debt issuance costs write-offs and original issue discount amortization	3.1			(0.4		)	6.1
Non-cash transaction costs	—			12.8			—
Provision for bad debt	(0.1		)	0.1			1.2
Deferred income taxes	(0.8		)	(1.9		)	1.1
Equity-based compensation expense	4.2			0.3			2.7
Change in fair value of contingent consideration obligations	19.8			(2.3		)	—
Gain on sale of property and equipment	—			—			(2.0		)
Gain on debt extinguishment, net	—			—			(0.6		)
Gain related to reimbursements of certain capital expenditures incurred	(8.1		)	—			—
Changes in assets and liabilities:
Accounts and notes receivable	(63.8		)	(6.0		)	34.4
Inventories	(34.9		)	7.0			8.4
Other current assets	3.1			2.8			(4.1		)
Accounts payable	11.7			(27.3		)	13.4
Related party payable	—			—			(0.3		)
Accrued expenses and other liabilities	(0.8		)	(2.6		)	(9.7		)
Changes in other operating assets and liabilities, net	0.3			0.3			(4.9		)
Net cash provided by (used in) operating activities from continuing operations	(12.0		)	(30.0		)	69.5
Net cash provided by operating activities from discontinued operations	—			—			0.1
Net cash provided by (used in) operating activities	(12.0		)	(30.0		)	69.6
Cash flows from investing activities
Additions to property and equipment	(20.7		)	(1.4		)	(14.2		)
Proceeds from the disposal of property and equipment	0.4			—			2.4
Proceeds from reimbursement of certain capital expenditures incurred	8.4			—			—
Proceeds withdrawn from trust account	—			501.1			—
Cash paid for asset and business acquisitions	(63.5		)	(360.6		)	—
Net cash provided by (used in) investing activities	(75.4		)	139.1			(11.8		)
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		)
Proceeds from short-term debt	30.1			4.9			20.9
Repayments of short-term debt	(29.6		)	(1.7		)	(17.1		)
Proceeds from issuance of long-term debt	611.6			823.6			292.1
Repayments of long-term debt and capital lease obligations	(536.7		)	(41.0		)	(417.3		)
Repayment of Predecessor long-term debt	—			(767.3		)	—
Payments of debt issuance costs	(1.3		)	(25.3		)	—
Net cash provided by (used in) financing activities	74.1			(70.7		)	(121.5		)
Effect of exchange rate changes on cash and cash equivalents	(0.1		)	—			0.3

Increase (decrease) in cash and cash equivalents	(13.4		)	38.4		(63.4		)
Cash and cash equivalents at the beginning of the period	47.5			0.2		127.7
Cash and cash equivalents at the end of the period	$	34.1		$	38.6	$	64.3
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	33.9		$	7.2	$	32.9
Cash paid during the period for taxes	$	4.3		$	1.5	$	3.4
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	$	16.0		$	1.2	$	16.5
Non-cash intangible assets acquired	$	3.7		$	—	$	—
Supplemental disclosure of non-cash financing activities:
Non-cash capital lease obligations, net	$	13.6		$	—	$	14.3

^{*The nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016} 

Nexeo Solutions, Inc. and Subsidiaries

Segment Information

(Unaudited, in millions)

	Successor				Predecessor
	Three Months Ended June 30, 2017		Three Months Ended June 30, 2016*		April 1 Through June 8, 2016
Chemicals
Sales and operating revenues	$	443.9	$	94.2	$	298.7
Gross profit	54.3		9.6		38.8
Plastics
Sales and operating revenues	466.2		109.9		329.8
Gross profit	43.1		6.7		32.2
Other
Sales and operating revenues	32.6		10.2		21.7
Gross profit	5.3		2.5		4.4
Consolidated
Sales and operating revenues	942.7		214.3		650.2
Gross profit	102.7		18.8		75.4

^{*The three months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016} 

Nexeo Solutions, Inc. and Subsidiaries

Adjusted EBITDA Reconciliation

(Unaudited, in millions)

	Successor					Predecessor
	Three Months Ended June 30, 2017		Three Months Ended June 30, 2016*			April 1 Through June 8, 2016
Net income (loss) from continuing operations	$	10.2	$	(15.5	)	$	(20.2	)
Interest expense, net	13.5		2.9			11.2
Income tax expense (benefit)	5.9		(1.3		)	1.1
Depreciation and amortization	18.9		4.3			10.3
Other operating expenses, net (1)	3.9		24.1			29.9
Adjusted EBITDA from continuing operations	$	52.4	$	14.5		$	32.3

^{*The three months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016} 

⁽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 June 30, 2017			Three Months Ended June 30, 2016*		April 1 Through June 8, 2016
Management add-backs (1)	$	2.2		$	0.6	$	1.9
Change in fair value of contingent consideration obligations	(0.8		)	—		—
Foreign exchange (gains) losses, net (2)	(0.4		)	0.4		1.3
Management fees (3)	—			—		0.5
Compensation expense related to management equity plan (non-cash)	1.5			0.3		0.1
Inventory step up	1.2			6.9		—
Transaction and other transaction related costs (4)	0.2			15.9		26.1
Other operating expenses, net	$	3.9		$	24.1	$	29.9

^{*The three months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016} 

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

2 Third Quarter Fiscal Year 2017 Welcome to Nexeo’s Earnings Conference Call and Presentation August 9, 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: 50090074

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

Third Quarter Performance and Achievements 6 Attractive Industry Growth Characteristics  Net income for the quarter of $10 million, on 9% revenue increase to $943 million  Adjusted EBITDA* of $52.4 million, with 5.6% margin  Increased 12% from last year, marking the second consecutive quarter of year-over-year double digit growth  Ultra Chem integration process on track  Excitement continues for commercial synergy prospects  Finalized implementation of new transportation management system  Continuing to drive cost savings with route efficiency and private fleet prioritization  New MyNexeo.com customer portal launched  Brings together the best digital marketing products onto a centralized platform  Provides customers with a self-service option at their convenience *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 1.0%  Average selling prices up 6.0% Chemicals  Volume essentially flat  Average selling prices up 8.8% Plastics  Volume increased 2.4%  Average selling prices up 3.5% Fiscal Third Quarter 2017 Highlights 8 (1) 3Q17 includes $1.0 million of additional depreciation expense related to the business combination compared to the prior year (2) 3Q17 includes $0.4 million of additional depreciation expense related to the business combination compared to the prior year (3) 3Q17 includes $2.2 million of additional depreciation and amortization expense related to the business combination compared to the prior year and the Ultra Chem acquisition *Non-GAAP financial measure; See appendix slides for reconciliation to the most comparable GAAP financial measure In millions (except per share data) Successor Successor Three Months Ended Jun-30-2017 Three Months Ended Jun-30-2016 Apr-01-2016 through Jun-08-2016 3Q-FY17 3Q-FY16 3Q-FY16 Sales and operating revenues Chemicals 443.9$ 94.2$ 298.7$ Plastics 466.2 109.9 329.8 Other 32.6 10.2 21.7 Total sales and operating revenues 942.7 214.3 650.2 Gross profit Chemicals (1) 54.3 9.6 38.8 Margin 12.2% 10.2% 13.0% Plastics (2) 43.1 6.7 32.2 Margin 9.2% 6.1% 9.8% Other 5.3 2.5 4.4 Total gross profit 102.7 18.8 75.4 Total gross profit margin 10.9% 8.8% 11.6% SG&A (3) 79.4 19.1 57.5 Transaction related costs 0.2 15.9 26.1 Change in fair value related to contingent consideration (0.8) (2.3) - Operating income 23.9 (13.9) (8.2) Other income 5.7 - 0.3 Interest expense, net (13.5) (2.9) (11.2) Net income (loss) from continuing operations before income taxes 16.1 (16.8) (19.1) Income tax expense (benefit) 5.9 (1.3) 1.1 Net income (loss) Attributed to Nexeo Solutions, Inc. 10.2$ (15.5)$ (20.2)$ Net income (loss) per share available to common stockholders Basic 0.13$ (0.45)$ Diluted 0.13$ (0.45)$ Adjusted EBITDA* 52.4$ 14.5$ 32.3$ Adjusted EBITDA* % of sales 5.6% 6.8% Predecessor 5.0%

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 $830.6 $918.4 $904.0 Q3-FY16 Q2-FY17 Q3-FY17 $792.0 $823.1 $869.9 Q3-FY16 Q2-FY17 Q3-FY17 $483.8 $523.5 $568.5 13.9% 15.3% 16.2% Q3-FY16 Q2-FY17 Q3-FY17 Working Capital Working Capital % LTM Sales $38.6 $95.3 $34.1 Q3-FY16 Q2-FY17 Q3-FY17 Working Capital (4)Net Debt (1)(2) CashTotal Debt (1) ($ in millions) 4.9x4.8x4.4xLeverage (3)

CLOSING REMARKS David Bradley President & Chief Executive Officer

Guidance and Outlook 11 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 $180 - 185 M Revised 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  Supplier disruption in Plastics  Persisting issues since major supplier’s transition to a new IT platform last October  Estimated FY17 negative impact of approximately $5 million  Common carrier rate increases  Adjusting prices to reflect increased freight costs  Estimated FY17 negative impact between $4 and $5 million  Long-term growth objectives  Grow commodity volumes better than GDP  Grow specialty volumes twice the rate of commodities  Supplement growth through targeted bolt-on acquisitions at reasonable multiples  Strategic plan for margin expansion  Leverage industry-leading, centralized, proprietary operating platform to drive productivity and cost enhancements across the company  Improve specialty mix by continuing to expand specialty line-card with new supplier authorizations and targeted acquisitions

QUESTION AND ANSWER To ask a question live over the phone, please press * then the number 1 on your telephone keypad to queue our operator If your question has been answered or you wish to remove yourself from the queue, please press #

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 Basic - Average Common Shares Outstanding 76.7 million Diluted - Average Common Shares Outstanding 76.8 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) Includes 22 days of the acquired business’ operating activities (3) See Non-GAAP Reconciliation: Quarterly – Other Operating Expenses, Net Nexeo Solutions, Inc. and Subsidiaries Quarterly Adjusted EBITDA Reconciliation Apr. 1 - Jun. 8 2016(1) Q3-FY16(2) Q4-FY16 Q1-FY17 Q2-FY17 Q3-FY17 Net income (loss) $ (20.2) $ (15.5) $ 8.7 $ (8.3) $ (1.1) $ 10.2 Interest expense, net 11.2 2.9 12.0 11.9 12.4 13.5 Income tax expense (benefit) 1.1 (1.3) 2.5 (2.7) 0.8 5.9 Depreciation and amortization 10.3 4.3 16.3 16.8 17.8 18.9 Other operating expenses, net (3) 29.9 24.1 6.9 16.1 15.8 3.9 Adjusted EBITDA from continuing operations $ 32.3 $ 14.5 $ 46.4 $ 33.8 $ 45.7 $ 52.4 ($ 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 06/30/2016 09/30/2016 12/31/2016 03/31/2017 06/30/2017 Net income (loss) $ (21.2) $ (22.2) $ (34.7) $ (36.4) $ 9.5 Net (income) from discontinued operations (0.1) (0.1) (0.1) - - Interest expense, net 60.4 56.5 53.0 50.4 49.8 Income tax expense 4.1 5.4 1.4 0.4 6.5 Depreciation and amortization 55.1 58.3 61.5 65.5 69.8 Other operating expenses, net (1) 83.4 75.8 87.3 92.8 42.7 Adjusted EBITDA from continuing operations $ 181.7 $ 173.7 $ 168.4 $ 172.7 $ 178.3 Last Twelve Months Ending ($ in millions, Unaudited)

Non-GAAP Reconciliation (continued) 18 Nexeo Solutions, Inc. and Subsidiaries Quarterly Other Operating Expenses, Net Apr. 1-Jun. 8 2016(1) Q3-FY16(2) Q4-FY16 Q1-FY17 Q2-FY17 Q3-FY17 Management add-backs (3) $ 1.9 $ 0.6 $ 3.4 $ 2.5 $ 3.4 $ 2.2 Change in FV of contingent consideration obligations - - (11.2) 10.6 10.0 (0.8) Foreign exchange (gains) losses, net (4) 1.3 0.4 0.7 0.8 0.8 (0.4) Management fees (5) 0.5 - - - - - Compensation expense related to management equity plan (non-cash) 0.1 0.3 1.2 1.4 1.3 1.5 Gain on sale of Franklin Park facility - - 2.6 - - - Inventory step up - 6.9 6.9 - - 1.2 Transaction and other transaction-related items (6) 26.1 15.9 3.3 0.8 0.3 0.2 Other operating expenses, net $ 29.9 $ 24.1 $ 6.9 $ 16.1 $ 15.8 $ 3.9 (1) Includes 69 days of operating activities (2) Includes 22 days of the acquired business’ operating activities (3) One-time management adjustments associated with integration, restructuring and transformational activities not directly related to the business combination (4) 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 (5) 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 (6) 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 06/30/2016 09/30/2016 12/31/2016 03/31/2017 06/30/2017 Management add-backs (1) $ 8.4 $ 8.9 $ 9.8 $ 11.8 $ 11.5 Change in FV of contingent consideration obligations - (11.2) (0.6) 9.4 8.6 FY 2015 special one-time compensation incentives (2) 8.9 - - - - Foreign exchange (gains) losses, net (3) 3.2 2.6 2.9 4.0 1.9 Management fees (4) 3.3 2.2 1.3 0.5 - Compensation expense related to management equity plan (non-cash) 1.3 2.2 3.3 4.3 5.4 Gain on sale of Franklin Park facility - 2.6 2.6 2.6 2.6 Inventory step up 6.9 13.8 13.8 13.8 8.1 Transaction and other transaction-related items (5) 51.4 54.7 54.2 46.4 4.6 Other operating expenses, net $ 83.4 $ 75.8 $ 87.3 $ 92.8 $ 42.7 (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 Q3-FY16 Q2-FY17 Q3-FY17 Long-term debt and capital lease obligations, less current portion, net $ 780.6 $ 871.3 $ 855.3 Short-term borrowings and current portion of long-term debt and capital lease obligations 50.0 47.1 48.7 Total Debt 830.6 918.4 904.0 Cash and cash equivalents (38.6) (95.3) (34.1) Net Debt $ 792.0 $ 823.1 $ 869.9 Predecessor Successor ($ in millions, Unaudited)

NEXEO SOLUTIONS, INC.