EFTA Document EFTA01369727

t 1068 HOLDING MP nexeo- Deutsche Bank served as the lead Equity Capital Markets Advisor. Term Loan Lead Arranger and ABL Lead Arranger for WL Ross Holding Corp. (-WLRH') on its $1.64bn acquisition of Nexeo Solutions ('Nexeo") In June 2014. Deutsche Bank acted as the lead left bookrunner on WLRH's $50Ornm IPO, which is the largest post- financial crisis US SPAC Illustrative PF Valuation's' PF shares (mm) Total equity value PF net debt Pro-forma enterprise value Enterprise value / CY 2016E Adj. 824 5823.7 818 0 Si 641.7 8.3x Deutsche Bank Corporate Banking Z. Securities WL Ross Holding Corp. acquired Nexeo Solutions from TPG Capital for $1.64bn Transaction overview • On March 21, 2016. WL Ross Holding Corp. and Nexeo announced the signing of a definer* merger agreement. whereby WLRH mnll acquire Nexeo at an enterprise value of $1.64bn. representing 8.3x CY2016E Adjusted EBITDA of $198 million — Transaction vote occurred on June 8. 2016 and closed on Juno 9, 2016 • On May 18. 2016. upsizod its debt from 3630mm term loan to 3655mm • Drew $113 million from a $575 million ABL facility; representing a PF leverage ratio of 4.4x net debt to CY2015A EBITDA • Nexeo Solutions is a leading global distributor of chemicals. plastics and environmental services. and is owned by TPG Capital - TPG will retain a -41% pro forma equity stake and remain invested • After the deal, Wilbur Ross will become the Chairman of the public Nexeo • To align interests and prevent day 1 dilution. 12.5mm founder shares were bo restructured to vest 50% at $12.50 per share and 50% at $15.00 per share - WIRKs sponsor warrants also exchanged into 2.2mm common shares • This represents the largest post-financial crisis de-SPAC transaction • Third largest chemical deal of the year and solidifies OBS leading chemical distribution franchise after leading the Univar IPO in 2015 Market positioning and growth opportunities Leading Player in Fragmented and Consolidating Market with Only Handful of Global Players univno pul 9% Top 3 as % of Market: 39% men S &Mc. t 19% Top 3 as% of Market: 64% Defensible Market Position Poised to Realize Growth neY.F.ta saitimmitommaii Er:emi:co: kalS rylinnweAl Executor. Is) Shares outstanding and worm:arra totaleguity Value include 5 7mm TPG deferred snares Source Pude cures, Sloomberg Wee Snot Research 24% 21% Company and business highlights yr • Nexeo Solutions is a leading global chemicals distributor that distributes 23.000+ products for 1.300k suppliers and repackages them for 27.500+ customers al 170 locations through its 2.450 employees • 2016LTM operating revenue of $3.6bn and adjusted EBITDA from continuing operations up -28%% Y-o-Y to 5189mm - Projected FY2016E EBITDA of $195mm and FY2017E EBITDA of 3213mm, with continued meaningful top-line growth • Nexeo is well-positioned for growth and has potential to be a platform for consolidation through accretive M8A opportunities since the industry remains fragmented and the chemical distributions space remains underpenetrated • Significant margin expansion opportunity through cost reduction. mix enhancement and scalabilay • Nexeo is currently a public filer and has 10K, 100 filings CO EDGAR • Low exposure to the oil & gas sector and FX • Average length of supplier and customer relationships of 20+ years • Industry leader with an entrenched global footprint that can boast of next day service to 99% of customers with 99% on-time delivery Investment highlights 0 0 0 0 0 0 0 al Plastics and 03 Chemicals Distributor In North America Attractive Industry Structure with Favorable Grosslh Tie-is Diversified Product Offerings to Broad Range of EndMarkets Extensive Distribution Network and Leading Logistical Capabilities Asset-Light High Touch Business Model —Strong Free Cash Roo Generation of 87.2% and Robust Operating Leverage Highly Actionable Organic and Acquisition Growth Initiatives Experienced management team 41 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL SDNY_GM_00208346 DB-SDNY-0062162 EFTA01369727