UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2016
CONYERS PARK ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 333-212133 | 81-2349205 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S.
Employer Identification Number) |
3
Greenwich Office Park, 2nd Floor |
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 to the registrant under any of the following provisions:
| ☐ | 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)) |
Item 8.01 Other Events
Separate Trading of Class A Common Stock and Warrants
On September 2, 2016, Conyers Park Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A common stock par value $0.0001 per share (“Class A Common Stock”) and warrants included in the Units commencing on September 6, 2016. Each Unit consists of one share of Class A Common Stock, and one-third of one warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “CPAAU”. Any underlying shares of Class A Common Stock and warrants that are separated are expected to trade on the NASDAQ Capital Market under the symbols “CPAA” and “CPAAW”, 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 shares of Class A Common Stock 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 Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release dated September 2, 2016 |
| 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: September 2, 2016
| CONYERS PARK ACQUISITION CORP. | ||
| By: | /s/ Brian K. Ratzan | |
| Name: Brian K. Ratzan | ||
| Title: Chief Financial Officer | ||
3
Exhibit 99.1
CONYERS PARK ACQUISITION CORP. CLASS A COMMON STOCK AND WARRANTS
TO COMMENCE TRADING SEPARATELY ON SEPTEMBER 6, 2016
NEW YORK, NY, September 2, 2016 - Conyers Park Acquisition Corp. (the “Company”) (NASDAQ: CPAA) today announced that the holders of the Company’s units may elect to separately trade the Class A common stock and warrants underlying the units commencing on September 6, 2016. 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 NASDAQ Capital Market under the symbol “CPAAU” and the Class A common stock and the warrants are expected to trade under the symbols “CPAA” and “CPAAW”, respectively.
The units were initially offered by the Company in an underwritten offering. Deutsche Bank Securities Inc. and Goldman, Sachs & Co. acted as joint book-runners and Cantor Fitzgerald & Co. acted as co-manager for the offering.
A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission on July 14, 2016.
This press release shall not constitute an offer to sell nor the solicitation of an offer to buy, any 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 Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005, by telephone at 1- 800-503-4611 or by email at prospectus.CPDG@db.com; Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone toll-free at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com; or Cantor Fitzgerald & Co., Attn: Prospectus Group, 499 Park Avenue, New York NY 10022, by telephone at 1-212-915-1067 or by email at prospectus@cantor.com.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements.” 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 prospectus for the 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.
Contact:
Contact
Julia Wilfert
Brunswick Group
212-333-3810
jwilfert@brunswickgroup.com
Ashleigh Womack
Brunswick Group
212-333-3810
awomack@brunswickgroup.com