WL Ross Holdings agreed to acquire Nexeo Solutions Holdings from TPG in a deal valued at $1.67 billion. The cash portion of the consideration has commitments from Bank of America Merrill Lynch, Jeffries Finance and Deutsche Bank.

As part of the transaction, TPG will roll over a substantial portion of its existing equity and retain approximately 35% ownership. The anticipated initial enterprise value, including fees and expenses, is $1,669 million, implying a multiple of 8.4x the company’s estimated Adjusted EBITDA for the calendar year ending December 31, 2016.

Under the terms of the agreements, at closing, WLRH will acquire Nexeo Solutions in exchange for up to 35 million shares of WLRH common stock plus $1,296 million in cash and assumed net debt for a total consideration of $1,646 million, assuming a $10.00 per share valuation for the shares of WLRH common stock. WLRH’s sponsor will exchange its warrants for 2.24 million shares of WLRH common stock (a 0.10 share per warrant exchange ratio).

Upon completion of the transaction, WLRH will change its name to Nexeo Solutions, and will apply to continue to trade on The NASDAQ Capital Market under the ticker symbols NXEO, NXEOU and NXEOW. TPG will continue to be represented on the board of directors of Nexeo Solutions. In addition, the board of directors will consist of members of the existing board of directors of Nexeo Solutions as well as other qualified individuals; Wilbur L. Ross, Jr. will serve as chairman. The current Nexeo Solutions management team, headed by David Bradley, is expected to continue to lead Nexeo Solutions following consummation of the merger.

Ross said, “We are pleased to partner with TPG to introduce Nexeo Solutions as a publicly listed company. Over the last two years, we have evaluated a number of potential acquisitions for WLRH and we believe this opportunity offers a superior option for our shareholders.”

Houston, TX-based Nexeo Solutions is a plastics distributor and chemicals distributor.

Nexeo Solutions distributes products that are used in a broad cross section of manufacturing end markets, including household, industrial and institutional, lubricants, performance coatings (including architectural coatings, adhesives, sealants and elastomers), automotive, healthcare, personal care and construction.