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13D Filing: First Pacific Advisors LLC and Nexeo Solutions Inc. (NXEO)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
First Pacific Advisors 0 25,055,547 0 25,055,547 25,055,547 28.0%
FPA Crescent Fund, a series of FPA Funds Trust 0 21,605,125 0 21,605,125 21,605,125 24.2%
FPA Global Opportunity Fund, a series of FPA Hawkeye Fund 0 816,923 0 816,923 816,923 0.9%
FPA Select Drawdown Fund 0 1,483,784 0 1,483,784 1,483,784 1.7%
FPA Select Fund 0 99,284 0 99,284 99,284 0.1%
FPA Value Partners Fund, a series of FPA Hawkeye Fund 0 241,848 0 241,848 241,848 0.3%
FPA Select Maple Fund 0 117,670 0 117,670 117,670 0.1%
FPA Select Fund II 0 44,520 0 44,520 44,520 Less%
J. Richard Atwood 0 25,055,547 0 25,055,547 25,055,547 28.0%
Steven T. Romick 0 25,055,547 0 25,055,547 25,055,547 28.0%
Brian A. Selmo 0 25,055,547 0 25,055,547 25,055,547 28.0%
Mark Landecker 0 25,055,547 0 25,055,547 25,055,547 28.0%
Robert Rodriguez And Steven Romick
Robert Rodriguez And Steven Romick
First Pacific Advisors LLC

Page 1 of 21 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

NEXEO
SOLUTIONS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title and Class of Securities)

65342H102

(CUSIP Number)

J. Richard Atwood

First Pacific Advisors, LLC

11601 Wilshire Blvd.

Suite 1200

Los Angeles,
CA 90025

(310) 473-0225

with a copy to:

Douglas A. Rappaport, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New
York, NY 10036

(212) 872-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 21, 2017

(Date of Event Which Requires Filing of Statement)

 

 

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

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Page 2 of 21 – SEC Filing

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes)

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Page 3 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

First Pacific Advisors, LLC

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

OO

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

25,055,547 (1)

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

25,055,547 (1)

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

25,055,547 (1)

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

28.0% (1)(2)

(14)

Type of Reporting Person (See
Instructions):

IA, OO

(1) Includes 89,388 shares of common stock of Nexeo Solutions, Inc. (the Issuer) underlying warrants. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.
(2) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the Securities and Exchange Commission (the SEC) on
August 9, 2017.

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Page 4 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

FPA Crescent Fund, a series of FPA Funds Trust

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

WC

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

21,605,125

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

21,605,125

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

21,605,125

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

24.2% (1)

(14)

Type of Reporting Person (See
Instructions):

IV

(1) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017. See Items 4 and 5 for disclosure
regarding securities of the Issuer held directly by WLRS Fund I LLC.

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Page 5 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

FPA Global Opportunity Fund, a series of FPA Hawkeye Fund,
LLC

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

WC

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

816,923

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

816,923

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

816,923

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

0.9% (1)

(14)

Type of Reporting Person (See
Instructions):

OO

(1) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017.

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Page 6 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

FPA Select Drawdown Fund, L.P.

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

WC

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

1,483,784

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

1,483,784

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

1,483,784

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

1.7% (1)

(14)

Type of Reporting Person (See
Instructions):

PN

(1) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017.

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Page 7 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

FPA Select Fund, L.P. (formerly FPA Select Fund, a series of FPA
Hawkeye Fund, LLC)

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

WC

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

99,284

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

99,284

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

99,284

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

0.1% (1)

(14)

Type of Reporting Person (See
Instructions):

PN

(1) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017.

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Page 8 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

FPA Value Partners Fund, a series of FPA Hawkeye Fund,
LLC

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

WC

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

241,848 (1)

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

241,848 (1)

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

241,848 (1)

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

0.3% (1)(2)

(14)

Type of Reporting Person (See
Instructions):

OO

(1) Includes 89,388 shares of common stock of the Issuer underlying warrants.
(2) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017.

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Page 9 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

FPA Select Maple Fund, L.P.

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

WC

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

117,670

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

117,670

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

117,670

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

0.1% (1)

(14)

Type of Reporting Person (See
Instructions):

PN

(1) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017.

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Page 10 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

FPA Select Fund II, L.P.

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

WC

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

44,520

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

44,520

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

44,520

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

Less than 0.1% (1)

(14)

Type of Reporting Person (See
Instructions):

PN

(1) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017.

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Page 11 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

J. Richard Atwood

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

OO

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

25,055,547 (1)

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

25,055,547 (1)

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

25,055,547 (1)

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

28.0% (1)(2)

(14)

Type of Reporting Person (See
Instructions):

IN, HC

(1) Includes 89,388 shares of common stock of the Issuer underlying warrants. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.
(2) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017.

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Page 12 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

Steven T. Romick

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

OO

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

25,055,547 (1)

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

25,055,547 (1)

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

25,055,547 (1)

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

28.0% (1)(2)

(14)

Type of Reporting Person (See
Instructions):

IN, HC

(1) Includes 89,388 shares of common stock of the Issuer underlying warrants. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.
(2) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017.

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Page 13 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

Brian A. Selmo

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

OO

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

25,055,547 (1)

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

25,055,547 (1)

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

25,055,547 (1)

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

28.0% (1)(2)

(14)

Type of Reporting Person (See
Instructions):

IN, HC

(1) Includes 89,388 shares of common stock of the Issuer underlying warrants. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.
(2) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017.

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Page 14 of 21 – SEC Filing


Schedule 13D

CUSIP No. 65342H102

  (1) 

Name of
Reporting Persons:

Mark Landecker

  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐

  (3)

SEC Use Only:

  (4)

Source of Funds (See
Instructions):

OO

  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

  (6)

Citizenship or Place of
Organization:

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7) 

Sole Voting Power

0

  (8)

Shared Voting Power

25,055,547 (1)

  (9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

25,055,547 (1)

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

25,055,547 (1)

(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

(13)

Percent of Class Represented by Amount
in Row (11):

28.0% (1)(2)

(14)

Type of Reporting Person (See
Instructions):

IN, HC

(1) Includes 89,388 shares of common stock of the Issuer underlying warrants. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.
(2) Based on 89,325,806 shares of the Issuers common stock outstanding as of August 4, 2017, according to the Issuers Form 10-Q filed with the SEC on August 9, 2017.

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Page 15 of 21 – SEC Filing


Amendment No. 1 to Schedule 13D

The following constitutes Amendment No. 1 (Amendment No. 1) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC, FPA Crescent Fund, a series of FPA Funds Trust, FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC, FPA Select Drawdown Fund, L.P., FPA Select Fund, a series of FPA Hawkeye Fund, LLC, FPA
Value Partners Fund, a series of FPA Hawkeye Fund, LLC, J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark Landecker on June 20, 2016. This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth
herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 of Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The persons filing this Schedule 13D (collectively, the Reporting Persons) are:

1. First Pacific Advisors, LLC, a Delaware limited liability company (FPA)
2. FPA Crescent Fund, a series of FPA Funds Trust, a Delaware trust (FPA Crescent Fund)
3. FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (FPA Global Opportunity)
4. FPA Select Drawdown Fund, L.P., a Delaware limited partnership (FPA Select Drawdown)
5. FPA Select Fund, L.P., a Delaware limited partnership (formerly FPA Select Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company) (FPA Select)
6. FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC, a Delaware limited liability company (FPA Value Partners)
7. FPA Select Maple Fund, L.P., a Delaware limited partnership (FPA Select Maple)
8. FPA Select Fund II, L.P., a Delaware limited partnership (FPA Select II)
9. J. Richard Atwood
10. Steven T. Romick
11. Brian A. Selmo
12. Mark Landecker

The trustees of FPA Funds Trust are listed on Appendix A hereto. Appendix A is incorporated
herein by reference.

(b) The business address or address of the principal office, as applicable, of the Reporting Persons is:

11601
Wilshire Blvd.

Suite 1200

Los Angeles, CA 90025

(c) Each of the Reporting Persons is engaged in the business of investing. FPAs principal business is serving as an investment adviser to certain
investment companies, including FPA Crescent, certain private investment funds, including FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II (collectively, the Private Investment
Funds), and certain unaffiliated separately managed accounts (the Managed Accounts). FPA also serves as the general partner of FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II and Manager of FPA Global
Opportunity, FPA Value Partners, and FPA Hawkeye Fund, LLC. The principal occupation of Mr. Atwood is serving as a Managing Partner of FPA. The principal occupation of

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Page 16 of 21 – SEC Filing


Mr. Romick is serving as a Portfolio Manager of certain advisory clients for which FPA serves as investment adviser and as a Managing Partner of FPA. The principal occupation of each of
Messrs. Selmo and Landecker is serving as a Portfolio Manager of certain advisory clients for which FPA serves as investment adviser and as a Partner of FPA.

(d) and (e) During the past five years, none of the Reporting Persons (nor any of the persons listed on Appendix A) has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as
follows:

1. FPA Delaware
2. FPA Crescent Fund Delaware
3. FPA Global Opportunity Delaware
4. FPA Select Drawdown Delaware
5. FPA Select Delaware
6. FPA Value Partners Delaware
7. FPA Select Maple Delaware
8. FPA Select II Delaware
9. J. Richard Atwood United States
10. Steven T. Romick United States
11. Brian A. Selmo United States
12. Mark Landecker Canada

The persons listed on Appendix A are all United States citizens.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of Schedule 13D is hereby amended and restated in its entirety as follows:

The aggregate purchase price (inclusive of commissions) of the securities of the Issuer reported herein was $204,847,224.41. The securities of the Issuer
reported herein were purchased with the working capital of investment advisory clients of FPA, including the working capital of FPA Crescent Fund, FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple, FPA
Select II and the Managed Accounts.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.

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Page 17 of 21 – SEC Filing


Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each
of the following FPA investment advisory clients and by WLRS Fund.

Holder

Total Number of Shares

FPA Crescent Fund 20,123,426 shares of Common Stock (including 17,691,717 PIPE Shares and 2,431,709 Founder Shares)
Managed Accounts 646,393 shares of Common Stock (including 568,283 PIPE Shares and 78,110 Founder Shares)
FPA Global Opportunity 816,923 shares of Common Stock (including 138,224 Commitment Agreement Founder Shares and 8,272 Commitment Agreement Exchange Shares)
FPA Select Drawdown 1,483,784 shares of Common Stock (including 251,058 Commitment Agreement Founder Shares and 15,026 Commitment Agreement Exchange Shares)
FPA Select 99,284 shares of Common Stock (including 16,799 Commitment Agreement Founder Shares and 1,005 Commitment Agreement Exchange Shares)
FPA Value Partners 241,848(1) shares of Common Stock (including 25,796 Commitment Agreement Founder Shares and 1,544 Commitment Agreement Exchange Shares)
FPA Select Maple 117,670 shares of Common Stock
FPA Select II 44,520 shares of Common Stock
WLRS Fund 1,481,699 (including 1,256,166 LLC Founder Shares and 225,533 LLC Exchange Shares)
(1) Such share amount includes 89,388 shares of Common Stock underlying warrants issued pursuant to a Warrant Agreement, dated June 5, 2014, by and between WL Ross Holding and Continental Stock Transfer &
Trust Company (the Warrant Agreement) that may be exercised 30 days following the closing of the Business Combination for an exercise price of $11.50 per share and expire five years following the closing of the Business Combination.

As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the FPA
Clients), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities. In addition, as the investment adviser to members of
WLRS Fund, FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund due such members approval right with respect to transfers of the securities of the Issuer held by WLRS Fund, and therefore FPA may be
deemed to beneficially own such securities. As members of WLRS Fund, FPA Crescent Fund and the Managed Accounts may also be deemed to share investment power over the securities of the Issuer held by WLRS Fund due to such approval right, and
therefore FPA Crescent Fund and the Managed Accounts may be deemed to beneficially own such securities.

(c) Except as set forth in Exhibit 99.2 attached
hereto, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by any of the Reporting Persons.

(d) The
disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner,
managing member and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of their respective funds in accordance with their respective
limited partnership interests (or investment percentages) in their respective funds.

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Page 18 of 21 – SEC Filing


(e) Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit

Description

99.1 Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.
99.2 Transactions in securities of the Issuer effected in the past 60 days.

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Page 19 of 21 – SEC Filing


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated as of August 24, 2017

First Pacific Advisors, LLC
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Crescent Fund, a series of FPA Funds Trust
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Title: President
FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC
By: First Pacific Advisors, LLC, its investment adviser
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Select Drawdown Fund, L.P.
By: First Pacific Advisors, LLC, its investment adviser
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Select Fund, L.P.
By: First Pacific Advisors, LLC, its investment adviser
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner

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FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC
By: First Pacific Advisors, LLC, its investment adviser
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Select Maple Fund, L.P.
By: First Pacific Advisors, LLC, its investment adviser
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Select Fund II, L.P.
By: First Pacific Advisors, LLC, its investment adviser
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
J. Richard Atwood
By: /s/ J. Richard Atwood
Steven T. Romick
By: /s/ Steven T. Romick
Brian A. Selmo
By: /s/ Brian A. Selmo
Mark Landecker
By: /s/ Mark Landecker

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Page 21 of 21 – SEC Filing


Appendix A

Trustees of FPA Funds Trust

Name

Position

Address

Mark L. Lipson Trustee

c/o FPA Funds Trust

11601 Wilshire Blvd., Suite 1200

Los Angeles, CA 90025

Alfred E. Osborne, Jr. Trustee

c/o FPA Funds Trust

11601 Wilshire Blvd., Suite 1200

Los Angeles, CA 90025

A. Robert Pisano Trustee

c/o FPA Funds Trust

11601 Wilshire Blvd., Suite 1200

Los Angeles, CA 90025

Patrick B. Purcell Trustee

c/o FPA Funds Trust

11601 Wilshire Blvd., Suite 1200

Los Angeles, CA 90025

Allan M. Rudnick Trustee & Chairman

c/o FPA Funds Trust

11601 Wilshire Blvd., Suite 1200

Los Angeles, CA 90025

Steven T. Romick Trustee

c/o FPA Funds Trust

11601 Wilshire Blvd., Suite 1200

Los Angeles, CA 90025

J. Richard Atwood Trustee

c/o FPA Funds Trust

11601 Wilshire Blvd., Suite 1200

Los Angeles, CA 90025

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