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8-K

 

 

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): March 30, 2018

 

 

LEO HOLDINGS CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Cayman Islands   001-38393   98-1399727

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

21 Grosvenor Place

London

   SW1X 7HF
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: +44 20 7201 2200

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))

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 8.01. Other Events

Separate Trading of Class A Ordinary Shares and Warrants

On March 30, 2018, Leo Holdings Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and warrants included in the Units commencing on April 5, 2018. Each Unit consists of one share of Class A Ordinary Shares, and one-half of one warrant to purchase one share of Class A Ordinary Shares. Any Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “LHC.U.” Any underlying Class A Ordinary Shares and warrants that are separated are expected to trade on the NYSE under the symbols “LHC” and “LHC WS,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and warrants.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statement and Exhibits.

(c) Exhibits:

 

Exhibit

   

Description

Exhibit 99.1    Press Release dated March 30, 2018.

 

2

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: March 30, 2018       LEO HOLDINGS CORP.
    By:   /s/ Lyndon Lea
      Name: Lyndon Lea
      Title: Chief Executive Officer

 

3

EX-99.1

Exhibit 99.1

Leo Holdings Corp. Class A Ordinary Shares and Warrants to Commence Trading

Separately on April 5, 2018

LONDON, U.K., March 30, 2018 — Leo Holdings Corp. (the “Company”) (NYSE:LHC.U) today announced that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants underlying the units commencing on April 5, 2018. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “LHC.U” and the Class A ordinary shares and the warrants are expected to trade under the symbols “LHC” and “LHC WS”, respectively.

The units were initially offered by the Company in an underwritten offering. Citigroup Global Markets Inc. acted as sole book-running manager of the offering.

A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission on February 12, 2018.

This press release shall not constitute an offer to sell nor 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. A copy of the final prospectus relating to the offering may be obtained for free by visiting the U.S. Securities and Exchange Commission website at http://www.sec.gov. Alternatively, a copy of the prospectus related to this offering may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (800) 831-9146.

About Leo Holdings Corp.

We are a newly organized blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Forward-Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Contact:

Montfort Communications

Rory King

+44 20 3514 0897

lion@montfort.london

or

Lion Capital

Julia van Tuyll

+44 20 7201 2258

ir@lioncapital.com