FORM S- · PDF file Goldman, Sachs & Co. BofA Merrill Lynch . Prospectus dated , 2010....

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Transcript of FORM S- · PDF file Goldman, Sachs & Co. BofA Merrill Lynch . Prospectus dated , 2010....

  • UNIVAR INC.

    FORM S-1 (Securities Registration Statement)

    Filed 06/30/10

    Address 3075 HIGHLAND PARKWAY

    SUITE 200 DOWNERS GROVE, IL 60515

    Telephone 331-777-6000 CIK 0001494319

    SIC Code 2452 - Prefabricated Wood Buildings and Components Fiscal Year 12/10

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    Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

    http://www.edgar-online.com

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    As filed with the Securities and Exchange Commission on June 29, 2010 Registration No. 333-

    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

    FORM S-1 REGISTRATION STATEMENT

    UNDER THE SECURITIES ACT OF 1933

    Univar Inc. (Exact name of Registrant as specified in its charter)

    17425 NE Union Hill Road Redmond, Washington 98052

    (425) 889-3900 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

    John J. Zillmer Univar Inc.

    17425 NE Union Hill Road Redmond, Washington 98052

    (425) 889-3900 (Name, address, including zip code, and telephone number, including area code, of agent for service)

    Copies to:

    Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

    If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), 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 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 number of the earlier effective registration statement for the same offering. �

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. �

    Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

    CALCULATION OF REGISTRATION FEE

    Delaware 5169 26-1251958

    (State or other jurisdiction of incorporation or organization)

    (Primary Standard Industrial Classification Code Number)

    (I.R.S. Employer Identification No.)

    Scott D. Miller Sullivan & Cromwell LLP 1870 Embarcadero Road

    Palo Alto, California 94303-3308 (650) 461-5600

    Peter D. Heinz Univar Inc.

    17425 NE Union Hill Road Redmond, Washington 98052

    (425) 889-3900

    Leslie N. Silverman Michael J. Volkovitsch

    Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza

    New York, New York 10006 (212) 225-2000

    Large accelerated filer � Accelerated filer �

    Non-accelerated filer  (Do not check if a smaller reporting company) Smaller reporting company �

    Title of Each Class of Securities to be Registered

    Proposed Maximum Aggregate

    Offering Price

    Amount of Registration

    Fee Common Stock, $0.01 par value per share $862,500,000 $61,497

    (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

    (1)(2)

  • The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

    (2) Includes offering price of additional shares which the underwriters have the option to purchase. See “Underwriting.”

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    The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

    Subject to Completion Preliminary Prospectus dated June 29, 2010

    P R O S P E C T U S

    Shares

    Univar Inc. Common Stock

    This is an initial public offering of shares of common stock of Univar Inc.

    We are selling shares of our common stock and the selling stockholder is selling shares of our common stock. We will not receive any of the proceeds from the shares of our common stock sold by the selling stockholder.

    Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $ and $ per share. We intend to apply to list our common stock on the under the symbol “ ”.

    Investing in our common stock involves risks that are described in the “ Risk Factors ” section beginning on page 12 of this prospectus.

    The underwriters may also purchase up to an additional shares from the selling stockholder, at the public offering price less underwriting discounts and commissions, within 30 days from the date of this prospectus to cover overallotments, if any.

    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

    The shares will be ready for delivery on or about , 2010.

    Joint Book-Running Managers

    Price to Public

    Underwriting

    Discounts and

    Commissions

    Proceeds to

    Univar Inc.

    Proceeds to Selling

    Stockholder

    Per Share $ $ $ $ Total $ $ $ $

    Goldman, Sachs & Co. BofA Merrill Lynch

  • Prospectus dated , 2010.

    Barclays Capital Deutsche Bank Securities J.P. Morgan Morgan Stanley

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    ABOUT THIS PROSPECTUS

    You should rely only on the information contained in this prospectus. We are responsible for the information contained in this prospectus. We have not, and the selling stockholder and the underwriters have not, authorized anyone to provide you with information that is different from that contained in this prospectus, and we take no responsibility for any other information that others may give you. We are offering to sell shares of our common stock and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

    Except as otherwise indicated, market data and industry statistics used throughout this prospectus are based on independent industry publications and other publicly available information, including, without limitation, a publicly available industry report published by Boston Consulting Group in January 2010. We do not guarantee, and we have not independently verified, this information. Accordingly, investors should not place undue reliance on this information.

    TABLE OF CONTENTS

    i

    Page

    Prospectus Summary 1 Risk Factors 12 Forward-Looking Statements 29 Dividend Policy 31 Use of Proceeds 32 Capitalization 33 Dilution 34 Selected Consolidated Financial Data 35 Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Our Industry 66 Business 70 Management 91 Executive Compensation 96 Certain Relationships and Related Party Transactions 107 Principal and Selling Stockholders 109 Description of Our Indebtedness 111 Description of Our Capital Stock 114 Shares Eligible for Future Sale 117 Certain United States Tax Consequences to Non-U.S. Holders of Common Stock 119 Underwriting 123

    Conflicts of Interest 126 Validity of Securities 130 Experts 130 Where You Can Find More Information 130 Index to Consolidated Financial Statements F-1

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    1

    PROSPECTUS S