CALCULATION OF REGISTRATION FEE

Item 1.01 Entry into a Material Definitive Agreement

FPA Commitment Agreement

On June 6, 2016, WL Ross Holding Corp. (the “Company”) entered into a commitment agreement (the “FPA Commitment Agreement”) with WL Ross Sponsor LLC (“WLRS”) and First Pacific Advisors, LLC, on behalf of certain clients (“FPA”) pursuant to which FPA has agreed not to redeem 2,094,727 public shares of common stock of the Company (“Common Stock”) currently owned by FPA in connection with the closing of the proposed business combination between the Company and Nexeo Solutions Holdings, LLC (“Nexeo”) pursuant to the Agreement and Plan of Merger, dated as of March 21, 2016, (the “Business Combination” and such agreement the “Merger Agreement”).

Pursuant to the FPA Commitment Agreement, WLRS has also agreed, following the closing of the Business Combination, to transfer to FPA (i) 431,877 founder shares (the “FPA Founder Shares”) from the 12,506,250 founder shares (the “Founder Shares”) that WLRS received at the time of the Company’s initial public offering and (ii) 25,847 newly issued shares of Common Stock that WLRS will receive in exchange for a portion of its private placement warrants (the “FPA Exchange Shares”). The FPA Founder Shares will be subject to earnout triggers consistent with those applicable to WLRS prior to the occurrence of which the FPA Founder Shares will not participate in dividends or other distributions. After the occurrence of such earnout triggers, the FPA Founder Shares shall be entitled to all dividends and distributions paid on Common Stock after the Business Combination. Further, the FPA Founder Shares will be subject to forfeiture upon the tenth anniversary of the consummation of the Business Combination if such earnout triggers are not met and are subject to certain transfer restrictions. The FPA Founder Shares and the FPA Exchange Shares will be entitled to customary registration rights.

The FPA Commitment Agreement shall be terminated with no further force or effect if the closing of the Business Combination does not take place. A copy of the FPA Commitment Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference, and the foregoing description of the FPA Commitment Agreement is qualified in its entirety by reference thereto.

Park West Commitment Agreement

On June 6, 2016, the Company entered into a commitment agreement with WLRS and Park West Investors Master Fund, Ltd. (“PWIMF”) and a second commitment agreement with WLRS and Park West Partners International, Ltd. (“PWPI”) (such agreements collectively, the “PW Commitment Agreements”), pursuant to which PWIMF and PWPI have agreed to purchase from redeeming stockholders and withdraw from redemption an aggregate of 3,000,000 public shares of Common Stock.

Pursuant to the PW Commitment Agreements, WLRS has also agreed, following the closing of the Business Combination, to transfer to PWIMF and PWPI, respectively, (i) 543,061 and 75,460 founder shares (collectively, the “PW Founder Shares”) from the 12,506,250 founder shares that WLRS received at the time of the Company’s initial public offering and (ii) 32,501 and 4,516 newly issued shares of Common Stock that WLRS will receive in exchange for a portion of its private placement warrants (collectively, the “PW Exchange Shares”). The PW Founder Shares will be subject to earnout triggers prior to the occurrence of which the PW Founder Shares will not participate in dividends or other distributions. After the occurrence of such earnout triggers, the PW Founder Shares shall be entitled to all dividends and distributions paid on the Common Stock after the Business Combination. Further, the PW Founder Shares will be subject to forfeiture upon the tenth anniversary of the consummation of the Business Combination and are subject to certain transfer restrictions. The PW Founder Shares and the PW Exchange Shares will be entitled to customary registration rights.

The PW Commitment Agreements shall be terminated with no further force or effect if the closing of the Business Combination does not take place. Copies of the PW Commitment Agreements are filed with this Current Report on Form 8-K as Exhibit 10.2 and 10.3, and are incorporated herein by reference, and the foregoing description of the PW Commitment Agreements is qualified in its entirety by reference thereto.

WLRS Subscription Agreement

On June 6, 2016, the Company entered into a subscription agreement (the “WLRS Subscription Agreement”) with WLRS pursuant to which WLRS, an accredited investor with a pre-existing relationship with the Company, has agreed to purchase 1,000,000 shares of Common Stock on a private placement basis for $10 per share (the “WLRS PIPE Shares”) in connection with the Business Combination. The WLRS PIPE Shares shall be deemed to be “Company Shares” and shares of “Common Stock” as such terms are defined in the Shareholders’ and Registration Rights Agreement, dated as of March 21, 2016 and previously filed as Exhibit 10.1 to the Company’s 8-K dated March 22, 2016 (the “SHRRA”), with the same terms, conditions, transfer rights and registration rights set forth with respect to “Company Shares” and shares of “Common Stock” beneficially owned by the undersigned to the SHRRA.

The WLRS Subscription Agreement shall be terminated with no further force or effect if the Company issues a public announcement announcing the termination of the Business Combination or if the Company notifies WLRS in writing that it has abandoned its plans to move forward with the Business Combination. The shares of Company common stock to be issued in connection with the WLRS Subscription Agreement will not be registered under the Securities Act of 1933 (the “Securities Act”) in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. A copy of the WLRS Subscription Agreement is filed with this Current Report on Form 8-K as Exhibit 10.4, and is incorporated herein by reference, and the foregoing description of the WLRS Subscription Agreement is qualified in its entirety by reference thereto.

Amendment No. 1 to Shareholders’ and Registration Rights Agreement

On June 6, 2016, the Company entered into Amendment No. 1 to the SHRRA (the “SHRRA Amendment”) with WLRS and Nexeo Holdco, LLC (“Holdco”). The SHRRA Amendment sets the expiration dates of the initial terms of the three classes of directors serving on the Company’s board of directors (the “Board”) and amends the terms for determining how many director nominees certain shareholders may designate to be included in the slate of nominees recommended by the Board for election by excluding the number of shares that may be issued on exercise of warrants to purchase common stock that were issued in connection with the Company’s initial public offering from the beneficial ownership calculation which determines how many directors such shareholders may designate. Pursuant to the SHRRA Amendment, Holdco further consents to, and waives any further right to consent to pursuant to the SHRRA, any issuance of Common Stock or transfer by WLRS of any Founder Shares or any newly issued shares of Common Stock that WLRS will receive in exchange for a portion of its private placement warrants, to any Person contemplated pursuant to Schedule 5.10(c) of the Merger Agreement, including the investments by FPA, PWIMF and PWPI described herein. A copy of the SHRRA Amendment is filed with this Current Report on Form 8-K as Exhibit 10.5, and is incorporated herein by reference, and the foregoing description of the SHRRA Amendment is qualified in its entirety by reference thereto.

Amendment No. 1 to Founder Share Transfer Letter Agreement

On June 6, 2016, the Company entered into Amendment No. 1 to the Founder Share Transfer Letter Agreement, dated March 21, 2016 (the “FSTLA”), with WLRS and Holdco (the “FSTLA Amendment”). The FSTLA Amendment amends Exhibit B to the FSTLA such that certain investors who commit to withdraw from redemption certain of their shares of Common Stock may receive a number of Founder Shares from WLRS in accordance with the equation in Exhibit B. The FSTLA Amendment further amends Exhibit B such that, in connection with and conditioned upon the closing of the WLRS Subscription Agreement, WLRS may retain 61,754 Founder Shares which would otherwise be deemed Transfer Shares, as such term is defined in the FSTLA. A copy of the FSTLA Amendment is filed with this Current Report on Form 8-K as Exhibit 10.6, and is incorporated herein by reference, and the foregoing description of the FSTLA Amendment is qualified in its entirety by reference thereto.

Amendment No. 1 to Merger Agreement

As previously disclosed in a Current Report on Form 8-K filed on March 22, 2016, on March 21, 2016, the Company entered into the Merger Agreement, by and among the Company, Neon Acquisition Company LLC, which was a wholly-owned subsidiary of the Company at the time of the mergers described below, Neon Holding Company LLC, which was a wholly-owned subsidiary of the Company at the time of the mergers described below, Nexeo, TPG Accolade Delaware, L.P. (“TPG”), and Holdco, pursuant to which the Company will acquire Nexeo through a series of two mergers. Capitalized terms used but not defined in this description of the Merger Amendment shall have the meaning given to such term in the Merger Agreement.

On June 6, 2016, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement (the “Merger Amendment”). The Merger Amendment amended the Merger Agreement to, among other things, (i) revise the closing conditions relating to Net Parent Stockholder redemptions such that they will not exceed $75 million, (ii) revise the Equity Financing schedule to permit the parties to enter into the WLRS Subscription Agreement, the FPA Commitment Agreement and the PW Commitment Agreements and to count the proceeds therefrom as “Equity Financing” under the Merger Agreement and (iii) revise the definition of “Available Debt Proceeds” to $764,725,000, after the settlement of any OID expenses associated with the Debt Financing. Nexeo and TPG have further agreed to receive approximately $22 million of additional future deferred payments in cash (calculated based on a price of $10.00 per share) in lieu of a portion of the cash consideration otherwise payable to them at closing, pursuant to the Merger Agreement. The Merger Amendment clarifies that certain transaction expenses, such as the required payment by the Company of deferred underwriting fees, will be allocated among TPG and the Company's stockholders, as set forth therein. Assuming stockholders vote to approve the Business Combination, the parties to the Merger Agreement expect that all conditions to closing will be satisfied or waived.

The foregoing description of the Merger Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Amendment itself, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed on March 22, 2016 and is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The disclosures set forth under the headings “WLRS Subscription Agreement” in Item 1.01 and “Agreements for the Subscription of Shares in Lieu of Advisor Fees” in Item 8.01 of this Current Report on Form 8-K are incorporated by reference herein.

Item 1.01 Entry into a Material Definitive Agreement

Subscription Agreement

On May 23, 2016, WL Ross Holding Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with WL Ross Sponsor LLC (“WLRS”) and First Pacific Advisors, LLC, on behalf of certain clients (“FPA”) pursuant to which FPA has agreed to purchase 18.26 million shares of the Company’s common stock on a private placement basis (the “PIPE Shares”) in connection with the proposed business combination between the Company and Nexeo Solutions Holdings, LLC pursuant to the Agreement and Plan of Merger, dated as of March 21, 2016, (the “Business Combination”). The PIPE Shares will be subject to a 180-day lock-up from the date of the closing of the Subscription Agreement, which is expected to occur on or around the time of the closing of the Business Combination.

Pursuant to the Subscription Agreement, WLRS has also agreed to transfer to (i) FPA 2,509,819 founder shares from the 12,506,250 founder shares that WLRS received at the time of the Company’s initial public offering and (ii) a Delaware limited liability company to be formed by WLRS and in which FPA will beneficially own a 99.9% economic interest, an additional 1,256,166 founder shares and 225,533 newly issued shares of the Company’s common stock that WLRS receives in exchange for a portion of its private placement warrants.

The Subscription Agreement provides that shares of the Company’s common stock beneficially owned by FPA, including the PIPE Shares, will be subject to a lock-up commencing from May 23, 2016 and ending 180 days after the closing of the Subscription Agreement, which is expected to occur on or around the time of the closing of the Business Combination. The founder shares and newly issued shares transferred by WLRS will also be subject to transfer and lock-up restrictions imposed on such shares in the Business Combination. A copy of the Subscription Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference, and the foregoing description of the Subscription Agreement is qualified in its entirety by reference thereto.

Registration Rights Agreement

On May 23, 2016, the Company also entered into a Registration Rights Agreement with WLRS and FPA (the “Registration Rights Agreement”). The Registration Rights Agreement provides that holders of the PIPE Shares, founder shares, and newly issued shares transferred by WLRS will be entitled to certain registration rights, including the right to initiate two underwritten offerings and shelf and piggyback registration rights, subject to customary black-out periods, cutback provisions and other limitations as set forth in the Registration Rights Agreement.

A copy of the Registration Rights Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2, and is incorporated herein by reference, and the foregoing description of the Registration Rights Agreement is qualified in its entirety by reference thereto.

Item 3.02 Unregistered Sale of Equity Securities

The disclosure set forth above under the heading “Subscription Agreements” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of Company common stock to be issued and transferred in connection with the Subscription Agreements will not be registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

WL ROSS HOLDING CORP.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

Item 1.01. Entry into a Material Definitive Agreement.

The disclosure set forth below in Item 2.03 of this Current Report on Form 8-K regarding the unsecured promissory note (the “Note”) issued by WL Ross Holding Corp. (the “Company”) to the Company’s sponsor, WL Ross Sponsor LLC (the “Sponsor”) is incorporated by reference herein, and is qualified in its entirety by reference to the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1.

 
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 31, 2016, the Company issued the Note to the Sponsor that provides for the Sponsor to advance to the Company up to $750,000. Interest shall accrue at a rate of five percent (5%) per annum on any unpaid principal amount outstanding under the Note and shall compound annually.

Payment of all unpaid principal and accrued interest under the Note is due and payable in full on the first to occur of (i) the closing date of the transactions contemplated by the Agreement and Plan of Merger among the Company, Neon Holding Company LLC, Neon Acquisition Company LLC, Nexeo Solutions Holdings, LLC, TPG Accolade Delaware, L.P. and Nexeo Holdco LLC, dated as of March 21, 2016, or (ii) June 11, 2016 or such later date as is established through amendment of the Company’s Amended and Restated Certificate of Incorporation (including all amendments thereto, the “Charter”) by the Company’s stockholders to extend the time by which the Company must complete an initial Business Combination (as defined in the Charter). Funds in the Company’s trust account will not be used to repay any amounts outstanding under the Note if the Company does not complete an initial Business Combination.

Item 1.01 Entry Into A Material Definitive Agreement. 

On March 21, 2016, WL Ross Holding Corp. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Neon Acquisition Company LLC, a wholly-owned subsidiary of the Company (“Blocker Merger Sub”), Neon Holding Company LLC, a wholly-owned subsidiary of Blocker Merger Sub (“Company Merger Sub”), Nexeo Solutions Holdings, LLC (“Nexeo”), TPG Accolade Delaware, L.P. (“Blocker”), and Nexeo Holdco, LLC, a wholly-owned subsidiary of Nexeo (“New Holdco”). Prior to the closing, Blocker Merger Sub will distribute the equity interests in Company Merger Sub to the Company. Subsequent to that distribution, pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, the Company will acquire Nexeo through a series of two mergers. First, Company Merger Sub will merge with and into Nexeo (the “Company Merger”), with Nexeo continuing as the surviving entity with the Company and Blocker as its sole owners. Next, immediately following the effectiveness of the Company Merger, Blocker Merger Sub will merge with and into Blocker (the “Blocker Merger” and, together with the Company Merger, the “Mergers”), with Blocker continuing as the surviving entity and as a wholly-owned subsidiary of the Company. The transactions set forth in the Merger Agreement will result in a “Business Combination” involving the Company, pursuant to the Company’s Amended & Restated Articles of Incorporation. 

The Merger Agreement and the transactions contemplated thereby were approved by the Board of Directors of the Company (the “Board”) on March 20, 2016. 

The Merger Agreement 

Merger Consideration 

As a result of the Mergers, each issued and outstanding share of Nexeo and Blocker will be converted into the right to receive a combination of cash and newly-issued common stock of the Company (the “Company Common Stock”), as calculated pursuant to the terms of the Merger Agreement. 

Pursuant to the Merger Agreement, the aggregate consideration to be paid to the equityholders of Nexeo and the Blocker (the “Selling Equityholders”) will consist of (i) an amount in cash equal to the amount of Available Cash (as defined in the Merger Agreement) and (ii) a number of shares of newly-issued Company Common Stock based on a per share issue price of $10.00 per share, as calculated in accordance with the terms of the Merger Agreement, equal in value in the aggregate to $1,540,000,000 (including an assumption of capital leases), subject to adjustment as set forth in the Merger Agreement, including, without limitation, the repayment of indebtedness of Nexeo concurrently with the consummation of the Mergers. Based upon an assumption of debt of $35 million, the purchase price to be paid by the Company is expected to be approximately $1,575,000,000. Additionally, a portion of the merger consideration to be paid to the Selling Equityholders will consist of a portion of the shares of Company Common Stock, which had previously been issued to WL Ross Sponsor LLC (“WLRS” and, collectively with TPG Global, LLC (“TPG”), the “Sponsors”) pursuant to that certain Amended & Restated Subscription Agreement, dated April 4, 2014, between WLRS and the Company (such shares, the “Founder Shares”). The Founder Shares transferred to the Selling Equityholders in connection with the Mergers will be subject to the conditions and restrictions set forth in the Founder Share Transfer Letter Agreement (the “Transfer Letter”) and the Shareholders and Registration Rights Agreement (the “Stockholders Agreement”), each dated as of March 21, 2016. The number of Founder Shares to be transferred to the Selling Equityholders will be adjusted based on the aggregate amount of share consideration issued in connection with the Mergers, as described herein. 

Pursuant to the terms of the Merger Agreement, the aggregate stock ownership of the Selling Equityholders will be capped at 35% of the value of the capital stock of WLRH. If that cap applies and WLRH does not otherwise satisfy the remaining purchase price in cash at closing, the Selling Equityholders will receive the remaining purchase price through future deferred payments in cash in lieu of receiving additional shares, where such deferred cash payments will have a value that is linked to the Company’s stock price. 

Financing 

The Company intends to finance the consideration for the Mergers primarily through a combination of cash held in its trust account, the issuance of shares of the Company Common Stock, the proceeds of the Credit Facilities as described below and the proceeds it expect to receive for its issuance of additional equity in a private placement. However, the Merger Agreement is not conditioned on the closing of the Credit Facilities or receipt of any other third-party financing. If the Company were unable to obtain the funding needed to complete the Mergers and effect the Mergers at a time when all conditions to the Merger are satisfied, the Company could be liable for breach and be subject to customary remedies, including contract damages. 

In connection with the Merger Agreement, Company Merger Sub has entered into a debt commitment letter, dated as of March 21, 2016, with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies Finance LLC, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. (collectively, the “Commitment Parties”), pursuant to which, among other things, the Commitment Parties have committed to provide, subject to the terms and conditions thereof, (i) a $630 million secured term loan facility (the “Term Facility”) and (ii) a $575 million asset based revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”)  to a wholly-owned subsidiary of the Company (the “Borrower”). Upon the consummation of the Mergers, the post-combination company will assume all of the obligations of the Borrower under the Credit Facilities. The Credit Facilities will be guaranteed by certain of the parent entities of the Borrower and all of the Borrower’s direct or indirect wholly-owned domestic subsidiaries, and will be secured by substantially all assets of the Borrower and such guarantors. The funding of the Credit Facilities is subject to customary conditions, including the negotiation of definitive documentation and other customary closing conditions. 

Net Stockholder Redemptions 

The composition of consideration payable in connection with the Merger Agreement may be adjusted, at the election of the Selling Equityholders, if the Company’s stockholders exercise their rights to redeem Company Common Stock in an amount exceeding $0, after giving effect to any additional Equity Financing (as defined in the Merger Agreement) obtained by the Company. In such event, the Selling Equityholders will have the right, by notice to the Company, to receive an additional portion of the consideration payable pursuant to the Merger Agreement in Company Common Stock or deferred cash consideration as described above. 

Representations, Warranties and Covenants 

The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature. Other than certain representations and warranties specified in the Merger Agreement, the representations and warranties of the respective parties to the Merger Agreement will not survive the closing of the Mergers. 

Conditions to Consummation of the Mergers 

Consummation of the transactions contemplated by the Merger Agreement is subject to customary closing conditions, including, among others, that (i) holders of a majority of the outstanding shares of Company Common Stock entitled to vote approve (a) the Merger Agreement and the related transactions and (b) pursuant to the rules of The NASDAQ Stock Market ("NASDAQ"), the issuance of more than 20% of the outstanding Company Common Stock in the Mergers; (ii) certain approvals under U.S. and foreign competition and antitrust laws shall have been obtained, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act; (iii) there are no governmental restraints or prohibitions and no laws or regulations preventing the consummation of the Mergers; (iv) the shares of Company Common Stock to be issued in the Mergers have been approved for listing on NASDAQ, subject only to official notice of issuance thereof; (v) the net redemptions of stockholders of the Company pursuant to their redemption rights of Company Common Stock shall not exceed $0, and (vi) the parties have performed, in all material respects, their obligations under the Merger Agreement. 

Termination 

The Merger Agreement may be terminated at any time prior to the consummation of the Mergers (whether before or after the required Company stockholder vote has been obtained) by mutual written consent of the Company and Nexeo and in certain other limited circumstances, including if the Mergers have not been consummated by July 29, 2016. 

The foregoing description of the Merger Agreement and the Mergers does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or any other party to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. 

The Stockholders Agreement 

Concurrently with the execution of the Merger Agreement, the Company entered into the Stockholders Agreement with the Sponsors, which will govern the rights and obligations of the Sponsors with respect to the Company following the closing of the Mergers. Pursuant to the terms of the Stockholders Agreement, the Sponsors will be bound by restrictions on the transfer of their Company Common Stock through the first six months following the closing, and then, subject to any permitted underwritten offerings pursuant to the Stockholders Agreement and other permitted transfers, through the earlier of twelve months following the closing of the Mergers or such time as the Sponsors no longer hold 50% of their initial ownership of Company Common Stock. Upon the consummation of the Mergers, the Sponsors will be entitled to certain registration rights, including the right to initiate four underwritten offerings in any twelve-month period and unlimited piggyback registration rights, subject to customary black-out periods, cutback provisions and other limitations as set forth in the Stockholders Agreement. Pursuant to the Stockholders Agreement, as promptly as practicable and in no event later than 15 days following the Mergers, the Company has agreed to file with the Securities and Exchange Commission (the “SEC”) a shelf registration statement relating to the offer and sale of the Registrable Securities (as defined in the Stockholders Agreement) owned by the Sponsors (and any permitted transferees) and to keep such shelf registration statement effective on a continuous basis until the date as of which all such Registrable Securities have been sold or another registration statement is filed under the Securities Act. 

Subject to specified ownership thresholds, each of the Sponsors will also be entitled to designate two directors for appointment to the Board and to maintain a representative on each committee of the Board other than the Audit Committee. Initially, WLRS will designate Wilbur J. Ross, Jr. (who will serve as the Chairman of the Board) and an additional director nominated to the Board by WLRS who must be independent for the purposes of NASDAQ rules. TPG will designate Christopher J. Yip and Nathan H. Wright. The Sponsors intend to designate the full slate of the Board pursuant to the Stockholders Agreement prior to the Closing Date and such proposed directors will be identified in the definitive proxy materials distributed to the Company's shareholders. In addition to these designees, upon the consummation of the Mergers, each of the Sponsors will be entitled to designate two additional unaffiliated directors. Following the expiration of the initial term of such additional unaffiliated directors, the Nominating and Governance Committee of the Board will nominate such additional vacancies on behalf of the Board. Pursuant to the terms of the Stockholders Agreement, each Sponsor must vote for the designees of the other Sponsor and is entitled to replace any of its designees that are removed from the Board. 

Each of the Sponsors will be subject to a customary standstill with respect to the issued and outstanding equity securities of the Company through the date that is three months following the date on which such Sponsor no longer maintains the right to designate two directors to the Board. 

The Stockholders Agreement will terminate upon the valid termination of the Merger Agreement in accordance with its terms. In addition, certain rights and obligations of the Sponsors under the Stockholders Agreement will automatically cease if such Sponsors (i) no longer hold any equity securities of the Company or (ii) no longer have the right to designate an individual for nomination to the Board and the Sponsors no longer hold in aggregate at least 50% of the outstanding shares of Company Common Stock. 

The foregoing description of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Stockholders Agreement, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference. 

Tax Receivable Agreement 

Prior to or at the closing, the Company will enter into the Tax Receivable Agreement attached as an exhibit to the Merger Agreement (the “Tax Receivable Agreement”) with the Selling Equityholders. The Tax Receivable Agreement will generally provide for the payment by the Company to each Selling Equityholder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing as a result of (i) certain increases in tax basis resulting from the Company Merger, (ii) certain tax attributes of Nexeo existing prior to the Mergers, (iii) net operating losses and certain other tax attributes of Blocker available to the Company as a result of the Blocker Merger, and (iv) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, payments it makes under the Tax Receivable Agreement. The Company will retain the benefit of the remaining 15% of these cash savings 

The amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount and timing of the taxable income the Company generates in the future and the U.S. federal, state and local income tax rates then applicable. In addition, payments under the Tax Receivable Agreement will give rise to additional tax benefits by the Company and therefore to additional potential payments under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will commence upon the consummation of the Mergers and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired, unless the Company exercises its right to terminate the Tax Receivable Agreement early. If the Company elects to terminate the Tax Receivable Agreement early, its obligations under the Tax Receivable Agreement would accelerate and it generally would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the agreement, calculated in accordance with certain valuation assumptions set forth in the Tax Receivable Agreement. 

The foregoing description of the Tax Receivable Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Tax Receivable Agreement, the form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. 

Warrant Exchange Agreement 

Concurrently with the execution of the Merger Agreement, the Company entered into the Private Placement Warranty Exchange Letter Agreement with WLRS and TPG (the “Warrant Exchange Agreement”), which provides for the exchange of all 22,400,000 warrants issued in a private placement to WLRS at the time of the Company’s initial public offering in exchange for shares of Company Common Stock at an exchange ratio of 0.10 shares of Company Common Stock for each private placement warrant for a total of 2,240,000 shares of Company Common Stock. The Company believes that, as result of the transactions set forth in the Warrant Exchange Agreement, potential dilution to the holders of the Company’s Common Stock that may result from the future exercise of the private placement warrants may be reduced. 

The shares issued under the Warrant Exchange Agreement are subject to the terms and conditions of the Stockholders Agreement and the satisfaction or waiver of all conditions precedent set forth in the Merger Agreement. As described above, under the Stockholders Agreement, WLRS has agreed that it will not sell, transfer or assign any Company Common Stock issued pursuant to the Warrant Exchange Agreement through the earlier of twelve months following the closing of the Mergers or such time as the Sponsors no longer hold 50% of their initial ownership of Company Common Stock. 

The foregoing description of the Warrant Exchange Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Warrant Exchange Agreement, a copy of which is filed hereto as Exhibit 10.3 and is incorporated herein by reference. 

Transfer Letter 

Concurrently with the execution of the Merger Agreement, WLRS entered into the Transfer Letter, which provides for, among other things, the agreement by WLRS to transfer a portion of the Founder Shares to the Selling Equityholders as part of the consideration in the Mergers. The number of Founder Shares to be transferred to Selling Equityholders will be adjusted based on the aggregate amount of share consideration issued in connection with the Mergers. The transfer of the Founder Shares pursuant to the Transfer Letter is subject to the satisfaction or waiver of all conditions precedent set forth in the Merger Agreement. 

This description of the Transfer Letter does not purport to be complete and is qualified in its entirety by the terms and conditions of the Transfer Letter, a copy of which is filed hereto as Exhibit 10.4 and is incorporated herein by reference. 

Item 3.02 Unregistered Sales of Equity Securities. 

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein. The shares of Company Common Stock to be issued in connection with the Merger Agreement and the transactions contemplated thereby will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. 

Forward Looking Statements 

Certain statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include timing of the proposed mergers; the business plans, objectives, expectations and intentions of the parties once the transaction is complete, and the Company’s and Nexeo Solutions’ estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections. 

The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that have been, or will be, instituted against the Company, Nexeo Solutions, or other parties to the Merger Agreement following announcement of the Merger Agreement and transactions contemplated therein; the ability of the Company to meet NASDAQ listing standards following the mergers and in connection with the consummation thereof; the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; the failure to obtain the necessary financing arrangements set forth in the debt commitment letters delivered pursuant to the Merger Agreement; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the announcement of the Merger Agreement and consummation of the transaction described therein; costs related to the proposed mergers and the impact of the substantial indebtedness to be incurred to finance the consummation of the mergers; changes in applicable laws or regulations; the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to grow and manage growth profitability, maintain relationships with suppliers and adequate supply of products and retain its key employees; the possibility that the combined company may be adversely affected by other economic, business, competitive factors, weather and/or commodity prices; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by the Company and Nexeo Solutions. 

Additional information concerning these and other factors that may impact our expectations and projections can be found in our periodic filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, in Nexeo Solutions’ periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2015, and in the proxy statement to be filed by the Company with the SEC when available. Our SEC filings are available publicly on the SEC’s website at www.sec.gov. The Company and Nexeo Solutions disclaim any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. 

Additional Information about the Transaction and Where to Find It  

In connection with the proposed mergers, the Company will file a preliminary proxy statement with the SEC and will mail a definitive proxy statement and other relevant documents to its stockholders. Investors and security holders of the Company are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the mergers because the proxy statement will contain important information about the mergers and the parties to the mergers. The definitive proxy statement will be mailed to stockholders of the Company as of a record date to be established for voting on the mergers. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: WL Ross Holding Corp., c/o WL Ross & Co. LLC, 1166 Avenue of the Americas, 25th Floor, New York, New York 10036, e-mail: WLRHolding@wlross.com, Attn: Tony Reina (Legal Department). 

Participants in Solicitation 

The Company, Nexeo Solutions, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Company stockholders in connection with the proposed mergers. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests in the Company of directors and officers of the Company in the Company’s proxy statement for its 2015 annual meeting, which was filed with the SEC on January 14, 2016. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the proposed mergers will be set forth in the proxy statement for the proposed mergers when available. Information concerning the interests of the Company’s and Nexeo Solutions’ participants in the solicitation, which may, in some cases, be different than those of the Company’s and Nexeo Solutions’ stockholders generally, will be set forth in the proxy statement relating to the mergers when it becomes available. 

Item 8.01. Other Events.

On March 21, 2016, WL Ross Holding Corp., a Delaware corporation (the “Company”), issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Neon Acquisition Company LLC, a wholly-owned subsidiary of the Company (“Blocker Merger Sub”), Neon Holding Company LLC, a wholly-owned subsidiary of Blocker Merger Sub, Nexeo Solutions Holdings, LLC (“Nexeo Solutions”), TPG Accolade Delaware, LP, and Nexeo Holdco, LLC, a wholly-owned subsidiary of Nexeo Solutions, pursuant to which the Company agreed to acquire Nexeo Solutions. The press release attached as Exhibit 99.1 is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Attached as Exhibit 99.2 to this Current Report is a copy of the press release issued on March 21, 2016 by Nexeo Solutions announcing the execution of the Merger Agreement. The press release attached as Exhibit 99.2 is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Attached as Exhibit 99.3 to this Current Report and incorporated into this Item 8.01 by reference is the investor presentation that will be used by the Company, in making presentations to certain of the Company’s stockholders and other persons with respect to the transactions contemplated by the Merger Agreement. The investor presentation attached as Exhibit 99.3 is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

WL ROSS HOLDING CORP. 

STATEMENT OF OPERATIONS

		Year ended December 31, 2015				For the Period from March 24, 2014 (inception) to December 31, 2014
Revenue		$	—			$	—
Professional fees and other expenses			(585,768	)			(963,178	)
State franchise taxes, other than income tax			(180,000	)			(139,554	)
Interest on Sponsor convertible note			(10,644	)			—
Loss from operations			(776,412	)			(1,102,732	)
Other income – Interest income			443,800				65,646
Net loss attributable to common shares		$	(332,612	)		$	(1,037,086	)
Weighted average common shares outstanding, basic and diluted (excluding shares subject to possible redemption)			14,846,923				14,619,097
Net loss per common share:
Basic and diluted		$	(0.02	)		$	(0.07	)

Management Discussion and Analysis

For the year ended December 31, 2015, we had a net loss of $332,612. Our entire activity through December 31, 2015 was the identification of a target company for an initial Business Combination. Subsequent to December 31, 2015, our activities mainly consisted of identifying and evaluating prospective acquisition candidates for a Business Combination. We believe that we have sufficient funds available to complete our efforts to effect a Business Combination with an operating business by June 11, 2016.

As indicated by the accompanying financial statements, at December 31, 2015, we had approximately $10,000 in cash and deferred offering costs of $18,309,150. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial Business Combination will be successful.

For the period from March 24, 2014 to December 31, 2014, we had a net loss of $1,037,086. Our entire activity from March 24, 2014 to December 31, 2014 was the identification of a target company for an initial Business Combination. Subsequent to December 31, 2015, our activities mainly consisted of identifying and evaluating prospective acquisition candidates for a Business Combination. We believe that we have sufficient funds available to complete our efforts to effect a Business Combination with an operating business by June 11, 2016.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 4, 2016, WL Ross Holding Corp. (the “Company”) received a letter from the staff of the Listings Qualifications Department of The Nasdaq Stock Market LLC (the “Nasdaq Staff”) stating that the Nasdaq Staff has determined to initiate procedures to delist the Company’s securities from The Nasdaq Stock Market (“Nasdaq”) because the Company failed to hold an annual meeting of stockholders by December 31, 2015. As a result of such failure, and the Company's failure to solicit proxies and provide proxy statements to Nasdaq for such meeting, the Company does not comply with Nasdaq Listing Rules 5620(a) and 5620(b) with respect to the annual meeting and proxy solicitation requirements for continued listing on Nasdaq.

Nasdaq’s delisting determinations will not immediately result in the delisting of the Company’s securities. Under Nasdaq rules, the suspension of trading and delisting of the Company’s securities will be automatically stayed following a timely request for a hearing pending the issuance of a written Panel Decision by the Hearings Department. The Company intends to commence such an appeal within the required appeal period under Nasdaq rules. Accordingly, the Company’s common stock will continue to trade on The Nasdaq Capital Market while such appeal is pending. The time and place of any hearing before the Hearings Panel will be determined by the Hearings Panel, but the Company plans on holding an annual meeting of shareholders and soliciting proxies and providing proxy statement to Nasdaq for such meeting prior to the issuance of a Panel Decision.

WL ROSS HOLDING CORP.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

Management Discussion and Analysis

For the three months and the nine months ended September 30, 2015, we had net losses of $29,051 and $190,931, respectively. For the three months ended September 30, 2014 and for the period from March 24, 2014 (inception) to September 30, 2014, we had net losses of $609,687 and $717,744, respectively. Our entire activity from January 1, 2015 through September 30, 2015 was identifying and evaluating prospective acquisition targets for an initial Business Combination.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 13, 2015, Robert S. Miller notified the Board of Directors (the “Board”) of WL Ross Holding Corp. (the “Company”) of his resignation from the Board and its Audit and Compensation Committees. Mr. Miller was recently appointed to serve as President, Chief Executive Officer and Director of International Automotive Components Group (“IAC”). Due to the relationships between an affiliate of the Company’s sponsor, WL Ross & Co. LLC (“WL Ross”), and IAC, and relationships between several of the Company's executive officers at IAC, Mr. Miller has resigned as one of the Company's independent directors. Funds managed by WL Ross are significant shareholders of IAC and executive officers of the Company serve on the Board of Directors of IAC.

After giving effect to Mr. Miller’s resignation, the company’s Board of Directors no longer has a majority of independent directors as required by NASDAQ Marketplace Rule 5605(b)(1) and the audit committee of the Board no longer has three members as required by NASDAQ Marketplace Rule 5605(c)(2)(A). The Company informed NASDAQ of the foregoing and received on August 14, 2015 a notice from NASDAQ regarding its non-compliance with these rules. The NASDAQ notice stated that the NASDAQ Marketplace Rules have a cure period for both the majority independent board requirement and the audit committee membership requirement, which gives the Company until the earlier of the Company's next annual meeting of shareholders or August 13, 2016 to regain compliance. The Company intends to regain compliance with these rules in the near term.

WL ROSS HOLDING CORP.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

Management Discussion and Analysis

For the three months and the six months ended June 30, 2015, we had net losses of $35,265 and $161,880, respectively. For the three months ended June 30, 2014 and for the period from March 24, 2014 (inception) to June 30, 2014, we had net losses of $98,057 and $108,057, respectively. Our entire activity from January 1, 2015 through June 30, 2015 was identifying and evaluating prospective acquisition targets for an initial Business Combination.

WL ROSS HOLDING CORP.

CONDENSED STATEMENT OF OPERATIONS

Management Discussion and Analysis

During the three months ended March 31, 2015, we had net losses of $126,615 The Company’s entire activity from January 1, 2015 through March 31, 2015, was identifying and evaluating prospective acquisition targets for an initial Business Combination.

WL ROSS HOLDING CORP.

(a corporation in the development stage)

STATEMENT OF OPERATIONS

Management Discussion and Analysis

For the period from March 24, 2014 (inception) to December 31, 2014, we had a net loss of $1,037,086. The Company’s entire activity from March 24, 2014 through December 31, 2014 was in preparation for our IPO, which was consummated on June 11, 2014 and the identification of a target company for an initial Business Combination. Subsequent to December 31, 2014, our activities mainly consisted of identifying and evaluating prospective acquisition candidates for a Business Combination. We believe that we have sufficient funds available to complete our efforts to effect a Business Combination with an operating business by June 11, 2016.

WL ROSS HOLDING CORP.

(a corporation in the development stage)

CONDENSED STATEMENT OF OPERATIONS

(unaudited)

Management Discussion and Analysis

For the period from March 24, 2014 (inception) to September 30, 2014, we had a net loss of $717,744. The Company’s entire activity from March 24, 2014 through September 30, 2014, was in preparation for the Public Offering, which was consummated on June 5, 2014, and the identification of a target company for our initial Business Combination. Subsequent to September 30, 2014, our activities mainly consist of identifying and evaluating prospective acquisition candidates for a Business Combination. We believe that we have sufficient funds available to complete our efforts to effect a Business Combination with an operating business by June 5, 2016.

WL ROSS HOLDING CORP.

(a corporation in the development stage)

CONDENSED STATEMENT OF OPERATIONS

(unaudited)

Management Discussion and Analysis

For the period from March 24, 2014 (inception) to June 30, 2014, we had a net loss of $108,057. The Company’s entire activity from March 24, 2014 through June 30, 2014, was in preparation for the Public Offering, which was consummated on June 5, 2014 and the identification of a target company for our initial Business Combination. Subsequent to June 30, 2014, our activities mainly consist of identifying and evaluating prospective acquisition candidates for a Business Combination. We believe that we have sufficient funds available to complete our efforts to effect a Business Combination with an operating business by June 5, 2016.

Item 8.01. Other Events.

Separate Trading of Common Stocks and Warrants

On August 4, 2014, WL Ross Holding Corp. (the “Company”) announced that the holders of the Company's units (the “Units”) may elect to separately trade the common stock and warrants included in the Units commencing on August 5, 2014. Each Unit consists of one share of common stock, $0.0001 par value per share, and one warrant to purchase one-half of one share of common stock. Those Units not separated will continue to trade on the Nasdaq Capital Market under the symbol “WLRHU” and each of the underlying common stock and warrants are expected to trade on the Nasdaq Capital Market under the symbols “WLRH” and “WLRHW”, respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company's transfer agent, in order to separate the Units into common stock and warrants.