8-K 1 f8k071819_conyerspark2.htm CURRENT REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 18, 2019

 

 

 

CONYERS PARK II ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-38990   83-4629508
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

1 Greenwich Office Park, 2nd Floor
Greenwich, CT
  06831
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 429-2211

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant   CPAAU   The Nasdaq Stock Market LLC
Class A common stock included as part of the units   CPAA   The Nasdaq Stock Market LLC
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50   CPAAW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

Conyers Park II Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, priced its initial public offering of 40,000,000 units at a price of $10.00 per unit on July 17, 2019. The units will be listed on the NASDAQ Capital Market and trade under the ticker symbol “CPAAU” beginning July 18, 2019. Each unit consists of one share of Class A common stock of the Company and one-fourth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock of the Company at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on the NASDAQ Capital Market under the symbols “CPAA” and “CPAAW,” respectively.

 

The offering is expected to close on July 22, 2019, subject to customary closing conditions.

 

Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC are serving as the underwriters for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 6,000,000 units at the initial public offering price to cover over-allotments, if any.

 

The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Deutsche Bank Securities Inc., Attn: Prospectus Department, 60 Wall Street, New York, New York 10005, telephone: 800-503-4611 or email: prospectus.cpdg@db.com; or Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 866-471-2526 or email: prospectus-ny@ny.email.gs.com.

 

A registration statement relating to the securities became effective on July 17, 2019 in accordance with Section 8(a) of the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

This Current Report contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and preliminary prospectus for the Company's offering filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 18, 2019 CONYERS PARK II ACQUISITION CORP
     
  By: /s/ Brian K. Ratzan
    Name: Brian K. Ratzan
    Title: Chief Financial Officer

 

 

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