GLOBAL PARTNER ACQUISITION CORP. (NASDAQ:GPAC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated into this Item 7.01 by reference is an updated
investor presentation that will be used by Global Partner
Acquisition Corp., a Delaware corporation (GPAC), in
making presentations to certain of GPACs stockholders and other
persons with respect to the previously announced proposed
business combination (the Business Combination) to an
Agreement and Plan of Merger (the Merger Agreement) by and
among GPAC, Sequel Youth and Family Services, LLC (Sequel)
and other parties thereto.
The investor presentation attached as Exhibit 99.1 is being
furnished and shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
Certain statements made herein are forward-looking statements
within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
estimate, plan, project, forecast, intend, expect, anticipate,
believe, seek, target and other similar expressions that predict
or indicate future events or trends or that are not statements of
historical matters. Such forward-looking statements include the
timing of the proposed business combination; the business plans,
objectives, expectations and intentions of the parties once the
transaction is complete, and GPACs and Sequels future results of
operations, business strategies, competitive position, industry
environment and potential growth opportunities. These
forward-looking statements reflect the current analysis of
existing information and are subject to various risks and
uncertainties. As a result, caution must be exercised in relying
on forward-looking statements. Due to known and unknown risks,
our actual results may differ materially from our expectations or
projections.
The following factors, among others, could cause actual results
to differ materially from those described in these
forward-looking statements: the occurrence of any event, change
or other circumstances that could give rise to the termination of
the Merger Agreement; the outcome of any legal proceedings that
may be instituted against Sequel or GPAC following the
announcement of the proposed Business Combination and the
transactions contemplated thereby; the inability to complete the
proposed Business Combination due to the failure to obtain
approval of the stockholders of GPAC, or other conditions to
closing in the Merger Agreement; the inability to maintain the
listing of GPACs common stock and warrants on The NASDAQ Capital
Market or any other stock exchange following the proposed
Business Combination; the risk that the proposed Business
Combination may disrupt current plans and operations as a result
of the announcement and consummation of the transactions
described herein; the inability to recognize the anticipated
benefits of the proposed Business Combination, which may be
affected by, among other things, competition and the inability of
the combined business to grow and manage growth profitably; costs
related to the proposed Business Combination; changes in level of
spending of government (including Medicaid), commercial and
private payors on the services which Sequel provides; the
consolidation of managed-care organizations and their third-party
payors; increases in controls over healthcare costs; the risk of
care incidents and associated negative publicity; the risk of
legal complaints and proceedings and government investigations;
changes in applicable laws or regulations, including expected
regulatory changes in healthcare laws following the recent U.S.
elections, especially the expected repeal or changes to the
Affordable Care Act; the inability to comply with licensing or
other regulatory requirements, laws and regulations; the intense
competition in the industry; the inability to profitably expand
into new markets; cybersecurity risks and the failure to protect
patients health information; the failure to comply with proper
billing practices; the possibility that Sequel or GPAC may be
adversely affected by other economic, business, and/or
competitive factors; the risk of loss of key personnel or
inability to recruit talent; and other risks and uncertainties
described herein, as well as those risks and uncertainties
discussed from time to time in other reports and other public
filings with the Securities and Exchange Commission (the
SEC) by GPAC and Sequel.
Additional information concerning these and other factors that
may impact our expectations and projections can be found in our
periodic filings with the SEC, including our Annual Report on
Form 10-K for the fiscal year ended December 31, 2015 and in the
proxy statement to be filed by GPAC with the SEC when available.
Our SEC filings are available publicly on the SECs website at
www.sec.gov. GPAC and Sequel disclaim any obligation to update
the forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Additional Information about the Transaction and
Where to Find It
In connection with the proposed business combination, on January
25, 2017, GPAC filed a preliminary proxy statement with the SEC
and will file with the SEC and mail a definitive proxy statement
and other relevant documents to its stockholders. Investors and
security holders of GPAC are advised to read the preliminary
proxy statement, and amendments thereto, and, when available, the
definitive proxy statement in connection with GPACs solicitation
of proxies for its special meeting of stockholders to be held to
approve the proposed business combination because the proxy
statements will contain important information about the proposed
business combination and the parties to it. The definitive proxy
statement will be mailed to stockholders of GPAC as of a record
date to be established for voting on the proposed business
combination. Stockholders will also be able to obtain copies of
the proxy statement, without charge, once available, at the SECs
website at www.sec.gov or by directing a request to: Global
Partner Acquisition Corp., c/o Andrew Cook, 1 Rockefeller Plaza,
11th Floor New York, New York 10020, e-mail:
[email protected].
Participants in the Solicitation
GPAC, Sequel, and their respective directors, executive officers
and other members of their management and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of GPAC stockholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of GPACs directors and officers in GPACs preliminary
proxy statement, and amendments thereto, and, when available, the
definitive proxy statement in connection with GPACs solicitation
of proxies for its special meeting of stockholders to be held to
approve the proposed business combination.
Disclaimer
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any
such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Investor Presentation, dated February 6, 2017 |
GLOBAL PARTNER ACQUISITION CORP. (NASDAQ:GPAC) Recent Trading Information
GLOBAL PARTNER ACQUISITION CORP. (NASDAQ:GPAC) closed its last trading session up +0.05 at 10.09 with 0 shares trading hands.