GPD Companies, Inc. Announces Upsizing and Closing of $85 Million Add-On Offering of Senior Secured Notes

THE WOODLANDS, Texas–(BUSINESS WIRE)–GPD Companies, Inc. (formerly known as Nexeo Plastics Holdings, Inc.) (the “Company”) announced today that it has successfully upsized and closed its previously announced private offering of additional 10.125% senior secured notes due 2026 (the “Additional Notes”) at a price equal to 109% of the principal amount thereof. The aggregate principal amount of Additional Notes issued was increased to $85 million from the previously announced $75 million. The Company previously issued $410 million in aggregate principal amount of its 10.125% senior secured notes due 2026 on March 29, 2019.

The Company intends to use the net proceeds of the offering, together with cash on hand inclusive of the net proceeds from recent asset sales, to finance its previously announced acquisition (the “Acquisition”) of Distrupol, a subsidiary of Univar Solutions Inc. and a leading European distributor of thermoplastics to the polymer processing industry, and to pay all fees and expenses related thereto. The Acquisition is subject to customary closing conditions, including the receipt of all required regulatory approvals, and is expected to close during the first half of 2021.

The Additional Notes were offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Additional Notes were offered only to qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act.

The Additional Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Additional Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Additional Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About GPD Companies, Inc.

GPD Companies, Inc. is a holding company formed by One Rock Capital Partners, LLC with the intent to create a leading group of global value-added distributors. Its operational entities currently include Nexeo Plastics. Upon completion of the Acquisition, Distrupol will join the group.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Contacts

Alex Jeffrey/Sam Fisher

Gasthalter & Co.

(212) 257-4170