CONYERS PARK ACQUISITION CORP. (NASDAQ:CPAA) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 hereto and incorporated into this Item
7.01 by reference is a presentation that will be used by Conyers
Park Acquisition Corp. (Conyers Park) in making presentations to
potential lenders.
The foregoing (including Exhibit 99.1) is being furnished to Item
7.01 and will not be deemed to be filed for purposes of Section
18 of the Securities and Exchange Act of 1934, as amended (the
Exchange Act), or otherwise be subject to the liabilities of that
section, nor will it be deemed to be incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the
Exchange Act.
Additional Information
In connection with the proposed transaction, The Simply Good
Foods Company has filed a Registration Statement on Form S-4,
which includes a preliminary proxy statement/prospectus of
Conyers Park. Conyers Park will mail a definitive proxy
statement/prospectus and other relevant documents to its
stockholders. Investors and security holders of Conyers Park are
advised to read, when available, the preliminary proxy statement,
and amendments thereto, and the definitive proxy statement in
connection with Conyers Parks solicitation of proxies for its
special meeting of stockholders to be held to approve the
proposed transaction because the proxy statement/prospectus will
contain important information about the proposed transaction and
the parties to the proposed transaction. The definitive proxy
statement/prospectus will be mailed to stockholders of Conyers
Park as of a record date to be established for voting on the
proposed transaction. Stockholders will also be able to obtain
copies of the Registration Statement and proxy
statement/prospectus, without charge, once available, at the
Securities and Exchange Commissions (SEC) website at www.sec.gov,
or by directing a request to: Conyers Park Acquisition Corp., 1
Greenwich Office Park, 2nd Floor, Greenwich, CT 06831.
Participants in the Solicitation
Conyers Park and Atkins Nutritionals, Inc. (Atkins) and their
respective directors, executive officers, other members of
management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Conyers Parks
stockholders in connection with the proposed transaction.
Investors and security holders may obtain more detailed
information regarding the names and interests in the proposed
transaction of Conyers Parks directors and officers in Conyers
Parks filings with the SEC, including Conyers Parks Annual Report
on Form 10-K for the fiscal year ended December 31, 2016, which
was filed with the SEC on March 31, 2017, Conyers Parks Quarterly
Report on Form 10-Q for the three months ended March 31, 2017,
which was filed with the SEC on May 12, 2017, and Conyers Parks
Current Report on Form 8-K, which was filed with the SEC on April
11, 2017, and such information is in the Registration Statement
filed with the SEC by Conyers Park, which will include the
definitive proxy statement/prospectus of Conyers Park for the
proposed transaction.
Forward Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by
words such as may, should, would, plan, intend, anticipate,
believe, estimate, predict, potential, seem, seek, continue,
future, will, expect, outlook or other similar words, phrases or
expressions. These forward-looking statements include statements
regarding Conyers Parks industry, future events, the proposed
transaction, the estimated or anticipated future results and
benefits of the combined company following the transaction,
including the likelihood and ability of the parties to
successfully consummate the proposed transaction, future
opportunities for the combined company, and other statements that
are not historical facts. These statements are based on the
current expectations of Conyers Parks management and are not
predictions of actual performance. These statements are subject
to a number of risks and uncertainties regarding Conyers Parks
businesses and the transaction, and actual results may differ
materially. These risks and uncertainties include, but are not
limited to, changes in the business environment in which Conyers
Park operates, including inflation and interest rates, and
general financial, economic, regulatory and political conditions
affecting the industry in which Conyers Park operates; changes in
taxes, governmental laws, and regulations; competitive product
and pricing activity; difficulties of managing growth profitably;
the loss of one or more members of Conyers Parks management
teams; the inability of the parties to successfully or timely
consummate the proposed transaction, including the risk that the
required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the
transaction or that the approval of the stockholders of Conyers
Park is not obtained; failure to realize the anticipated benefits
of the transaction, including as a result of a delay in
consummating the transaction or a delay or difficulty in
integrating the businesses of Conyers Park and Atkins;
uncertainty as to the long-term value of Conyers Parks common
stock; those discussed in the Conyers Parks Annual Report on Form
10-K for the year ended December 31, 2016 under the heading Risk
Factors, as updated from time to time by Conyers Parks Quarterly
Reports on Form 10-Q and other documents of Conyers Park on file
with the SEC or in the definitive proxy statement/prospectus that
will be filed with the SEC by Conyers Park. There may be
additional risks that Conyers Park presently does not know or
that Conyers Park currently believes are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking
statements provide Conyers Parks expectations, plans or forecasts
of future events and views as of the date of this communication.
Conyers Park anticipates that subsequent events and developments
will cause Conyers Parks assessments to change. However, while
Conyers Park may elect to update these forward-looking statements
at some point in the future, Conyers Park specifically disclaims
any obligation to do so. These forward-looking statements should
not be relied upon as representing Conyers Park assessments as of
any date subsequent to the date of this communication.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
99.1* |
Investor Presentation, dated May 17, 2017. |
* | Filed herewith. |
CONYERS PARK ACQUISITION CORP. (NASDAQ:CPAA) Recent Trading Information
CONYERS PARK ACQUISITION CORP. (NASDAQ:CPAA) closed its last trading session up +0.05 at 11.98 with 37,155 shares trading hands.