As filed with the U.S. Securities and Exchange Commission on March 1, 2019
Registration No. 333-212200
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-3 REGISTRATION STATEMENT NO. 333-212200
THE SECURITIES ACT OF 1933
Nexeo Solutions, Inc.
(n/k/a Pilates Merger Sub II LLC)
(Exact Name of Registrant as Specified in its Charter)
|(State or Other Jurisdiction of
Incorporation or Organization)
3075 Highland Parkway, Suite 200
Downers Grove, Illinois
|(Address of Principal Executive Offices)||(Zip Code)|
Jeffrey W. Carr, Esq.
Senior Vice President, General Counsel & Corporate Secretary
3075 Highland Parkway, Suite 200
Downers Grove, Illinois 60515
(Name, Address, and Telephone Number,
Including Area Code, of Agent for Service)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 431(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||☒||Accelerated filer||☐|
|Non-accelerated filer||☐||Smaller reporting company||☐|
|Emerging growth company||☐|
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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This post-effective amendment (this Post-Effective Amendment) filed by Pilates Merger Sub II LLC (Merger Sub II), the surviving company of the merger described below with Nexeo Solutions, Inc. (the Registrant), deregisters the shares of the Registrants Common Stock, par value $0.0001 per share (the Nexeo Common Stock), which were registered on the Registration Statement on Form S-3 (File No. 333-212200) (the Registration Statement), initially filed with the U.S. Securities and Exchange Commission (the Commission) on June 23, 2016 and amended by pre-effective Amendment No. 1 filed with the SEC on August 30, 2016, and that remain unsold as of the date of this Post-Effective Amendment.
On February 28, 2019, pursuant to the Agreement and Plan of Merger, dated as of September 17, 2018 (the Merger Agreement), among the Registrant, Univar Inc. (Univar), Pilates Merger Sub I Corp (Merger Sub I) and Merger Sub II, the Registrant and Univar completed the previously announced mergers (the Mergers) whereby Merger Sub I merged with and into the Registrant and the Registrant subsequently merged with and into Merger Sub II, with Merger Sub II surviving the Mergers as a direct wholly owned subsidiary of Univar.
In connection with the completion of the Mergers, the offerings pursuant to the Registration Statement have been terminated. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of this Post-Effective Amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statement but not sold under the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Downers Grove, State of Illinois, on March 1, 2019.
|PILATES MERGER SUB II LLC|
|Name:||Jeffrey W. Carr|
* Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.