GPD Companies, Inc. Announces Successful Consent Solicitation

THE WOODLANDS, Texas--(BUSINESS WIRE)--GPD Companies, Inc. (formerly known as Nexeo Plastics Holdings, Inc.) (the “Company”) today announced that it has received consents from holders representing 99.29% of its 10.125% Senior Secured Notes due 2026 (144A CUSIP: 64051NAA1, Regulation S CUSIP: U6404NAA3) (the “Notes”) pursuant to its previously announced solicitation of consents (the “Consent Solicitation”), which expired today at 5:00 p.m., New York City time (the “Expiration Time”). The consents received in the Consent Solicitation permit the Company to modify the definitions of “Permitted Debt” and “Permitted Liens” in the indenture governing the Notes (the “Indenture”) in order to increase the amount of “Additional Notes” (as defined in the Indenture) or other secured indebtedness that the Company is currently permitted to incur by $75.0 million in order to fund the acquisition of one or more “Permitted Businesses” (as defined in the Indenture) on or prior to June 30, 2021 (such amendments, the “Proposed Amendments”).

The Company has executed a supplemental indenture (the “Supplemental Indenture”) to the Indenture to effect the Proposed Amendments approved in the Consent Solicitation. The Proposed Amendments will become operative upon payment of the Consent Fee (as defined below) and satisfaction or waiver of the other conditions set forth in the Consent Solicitation Statement relating to the Consent Solicitation, including the consummation of an offering of “Additional Notes” or other debt financing in an aggregate principal amount of more than $25.0 million, which amount was incurred under Section 4.09(b)(24) of the Indenture as amended by the Supplemental Indenture (the “Debt Financing”).

The Company will pay to each holder that validly delivered (and did not validly revoke) a consent in respect of the Proposed Amendments at or prior to the Expiration Time U.S.$5.00 per U.S.$1,000 principal amount of Notes (the “Consent Fee”) as promptly as practicable after the satisfaction or waiver of the conditions set forth in the Consent Solicitation Statement, including consummation of the Debt Financing.

This press release is for informational purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this press release or otherwise.

Forward-Looking Statements

This press release contains forward-looking statements, including with respect to the Consent Solicitation. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements to reflect events or circumstances after the date hereof.

About GPD Companies, Inc.

GPD Companies, Inc. (formerly known as Nexeo Plastics Holdings, Inc.) owns Nexeo Plastics, LLC, a leading global thermoplastic resins distributor, representing quality products from world-class suppliers, and serving a diverse customer base across North America, Latin America, Europe, Middle East, Africa and Asia. From material selection assistance to identifying supply chain and inventory solutions, we go beyond traditional logistics to provide value-added services across many industries, including automotive, healthcare, packaging, wire and cable, 3D printing and more.