QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) Files An 8-K Entry into a Material Definitive Agreement

QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry Into A Material Definitive Agreement.

The Modification Agreement

On February21, 2017, Quinpario Acquisition Corp. 2 (the
Company or Quinpario), entered into a Business
Combination Agreement (the Business Combination Agreement)
by and among the Company, Quinpario Merger Sub I,Inc., Quinpario
Merger Sub II,Inc., Novitex Holdings,Inc. (Novitex),
SourceHOV Holdings,Inc. (SourceHOV), Novitex Parent, L.P.,
HOVS LLC and HandsOn Fund 4 I, LLC.

On June15, 2017, the Company and the other parties to the
Business Combination Agreement and New SourceHOVLLC entered into
a Consent, Waiver and Amendment to the Business Combination
Agreement (the Modification Agreement). to the
Modification Agreement, prior to the closing of the transactions
contemplated by the Business Combination Agreement, SourceHOV
will enter into certain preliminary transactions following which
New SourceHOVLLC will be the sole stockholder of SourceHOV upon
the closing of the merger of SourceHOV with and into Quinpario
Merger Sub I,Inc. to the Business Combination Agreement, and New
SourceHOVLLC will receive 80,600,000 shares of the Companys
common stock, par value $0.0001 per share (the Quinpario
Common Stock
).

The Modification Agreement is filed with this Current Report on
Form8-K (the Current Report) as Exhibit10.1 and the
foregoing description of the Modification Agreement is qualified
in its entirety by reference thereto.

Equity Financing

On June15, 2017, the Company entered into the subscription
agreements (the Subscription Agreements) or commitment
agreements (the Commitment Agreements) with certain
investors to purchase or waive redemption rights in respect of
shares of Quinpario Common Stock for an aggregate commitment
amount of approximately $275.5million, which will consist of
20,858,389 shares of Quinpario Common Stock sold and
835,626shares of Quinpario Common Stock issued in respect of
waivers of redemptions or conversion rights, and 9,400,000 shares
of the Companys SeriesA Perpetual Convertible Preferred Stock,
par value $0.0001 per share (the Series A Convertible
Preferred Stock
), which may be convertible into approximately
11,492,690 shares of Quinpario Common Stock (the PIPE
Investment
). The shares of Quinpario Common Stock and SeriesA
Convertible Preferred Stock to be sold in connection with the
PIPE Investment will be issued at a price per share of $8.00. The
closing of the PIPE Investment is subject to certain conditions,
including the closing of the Business Combination.

In connection with the Business Combination, as part of the PIPE
Investment, the Company has entered into commitment agreements
with certain parties. The commitment agreements require that such
investors (i) hold by June 27, 2017, 3,342,500 shares of
Quinpario Common Stock, in the aggregate, until the closing of
the Business Combination, (ii) waive the exercise of any
redemption rights in respect of such shares and (iii) not resell,
transfer, pledge or otherwise dispose of the Quinpario Common
Stock prior to the closing of the Business Combination. In
exchange such investors will receive 0.25 additional shares for
each such share they hold on the date of closing of the Business
Combination. In the event that such an investor is unable to
acquire any one of the committed number of shares in the open
market, such investor will subscribe for and purchase 1.25 shares
of Quinpario Common Stock as part of the PIPE Investment for
$8.00 per share.

The Quinpario Common Stock and SeriesA Convertible Preferred
Stock to be issued to the subscription agreements will not be
registered under the Securities Act of 1933, as amended (the
Securities Act), in reliance upon the exemption provided
in Section4(a)(2)of the Securities Act and/or RegulationD
promulgated thereunder. The conditions to completing the PIPE
Investment under the subscription agreements include a condition
that all conditions to the closing of the Business Combination
shall have been satisfied or waived. The PIPE Investment is
anticipated to close immediately prior to the Business
Combination. The shares of Quinpario Common Stock to be received
in the PIPE Investment will be subject to registration rights and
Quinpario has agreed to use commercially reasonable efforts to
filea registration statement with the Securities and Exchange
Commission (the SEC) for resales of such shares within
15days after completion of the Business Combination and certain
of the agreements provide for remedies relating to delays or
unavailability of a resale registration statement. These shares
of Quinpario Common Stock are not subject to contractual
restrictions on resale and may be sold at any time by such
investors or advisors following the registration of such shares
in accordance with the subscription or commitment agreements (or
at any time following the Business Combination in the case of the
publicly traded shares).

Apollo Novitex Holdings,L.P. and HGM Group are participants in
the PIPE Investment. The Company and Apollo Novitex Holdings,L.P.
have entered into a subscription agreement to which Apollo
Novitex Holdings,L.P., will subscribe for and purchase shares of
Quinpario Common Stock for $8.00 per share. Quinpario and members
of the HGM Group have also entered into a subscription agreement,
to which HGM Group will reinvest a consulting agreement
termination fee to be received by it to the terms of the Business
Combination Agreement in exchange for Quinpario Common Stock for
$8.00 per share.

As part of the PIPE Investment, Quinpario entered into
subscription and commitment agreements, each dated June15, 2017,
with certain of its advisors (the Advisors), to which the
payment of an aggregate of $33.6 million of fees owed to such
Advisors for their services will be settled either through
settlement or investment of such fees (or, for one party,
reimbursement of such fees in respect of prior purchases of
publicly traded shares) in an aggregate amount of 3,440,625newly
issued shares of Quinpario Common Stock and 762,500 publicly
traded shares, in respect of which a waiver of redemption and/or
conversion was obtained (the Advisors Subscription
Agreements
). Additionally, certain persons who are not
affiliates of Quinpario will receive 1,578,126 shares of
Quinpario Common Stock for no or de minimis consideration in
connection with the PIPE Investment transactions upon
consummation of the Business Combination.


The Subscription Agreements and Commitment Agreements,
including the Advisors Subscription Agreements, will be
terminated, and be of no further force and effect, upon the
earlier to occur of (i)the termination of the Business
Combination Agreement in accordance with its terms, (ii)the
mutual written agreement of the parties thereto or (iii)if any
of the conditions to the closing are not satisfied on or prior
to the closing and which make the consummation of the Business
Combination fail to occur.

Series A Convertible Preferred Stock

Holders of the SeriesA Convertible Preferred Stock will be
entitled to receive cumulative dividends at a rate per annum of
10% of the liquidation preference of $8.00 per share of SeriesA
Convertible Preferred Stock, plus accrued dividends on the
Series A Convertible Preferred Stock (the Liquidation
Preference
), paid or accrued quarterly in arrears. From the
issue date until the third anniversary of the issue date, the
amount of all accrued but unpaid dividends on the SeriesA
Convertible Preferred Stock will be added to the Liquidation
Preference without any action by the Companys board of
directors. Except as required by Delaware law, holders of the
Series A Convertible Preferred Stock will have no voting rights
except with respect to the approval of any material and adverse
amendment to Quinparios post-closing certificate of
incorporation. Quinpario will not be permitted to issue any
shares of preferred stock that rank senior to, or pari passu
with, such Series A Convertible Preferred Stock without the
consent of the holders of such Series A Convertible Preferred
Stock.

Each share of Series A Convertible Preferred Stock will be
convertible at the holders option, at any time after the six
month anniversary and prior to the third anniversary of the
issue date, initially into 1.2226 shares of Quinpario Common
Stock. From and after the third anniversary of the issue date,
each share of Series A Convertible Preferred Stock will be
convertible at the holders option into shares of Quinpario
Common Stock equal to the quotient of the Liquidation
Preference divided by the conversion price. Quinpario will have
the right, at its option, to cause all outstanding shares of
the SeriesA Convertible Preferred Stock to be automatically
converted into shares of Quinpario Common Stock at the
then-effective conversion rate on or after such time that the
weighted average price of Quinpario Common Stock equals or
exceeds $24.00 for at least five consecutive trading days. In
addition, Quinpario will have the option to redeem some or all
of the outstanding shares of the Series A Convertible Preferred
Stock at the Liquidation Preference as of the date of such
redemption on or after the earlier of (i) certain Fundamental
Changes and (ii) the fifth anniversary of the issue date.

If Quinpario undergoes certain Fundamental Changes (including,
among other things, certain change-in-control transactions,
asset sales, liquidation events and delisting of Quinparios
securities by a national securities exchange), the SeriesA
Convertible Preferred Stock may, within 15days following the
effective date of such Fundamental Change and at the election
of the holder, be converted into Quinpario Common Stock at the
applicable conversion rate as of such date (subject to certain
adjustments). However, if Quinpario has not delivered a notice
of redemption prior to the 5th day after the effective date of
such Fundamental Change, then, from and after such 5th day
after the effective date until the 15th day following the
effective date, the Series A Convertible Preferred Stock may,
at the election of the holder, be converted into a number of
shares of Quinpario Common Stock equal to the greater of (A)
the applicable conversion rate on the effective date of such
Fundamental Change and (B) the quotient of (x) the Liquidation
Preference, divided by (y) the greater of (1) the applicable
holder stock price and (2) $0.10; provided, that, if such
conversion takes place after the fifth anniversary of the issue
date, the aggregate number of shares issuable upon such
conversion of all shares of Series A Convertible Preferred
Stock then outstanding will not exceed the lesser of (i) the
difference between (A) the aggregate number of authorized
shares at the time minus (B) the sum of the number of shares of
Quinpario Common Stock outstanding at such time plus the number
of shares of Quinpario Common Stock issuable upon conversion or
exchange of debt, warrants or rights which are convertible into
or exchangeable for shares of Quinpario Common Stock (other
than the shares of Series A Convertible Preferred Stock) and
(ii) 85% of the total number of outstanding shares of Quinpario
Common Stock.

Debt Financing

In connection with the Business Combination, SourceHOV has
entered into a commitment letter to which certain lenders will
provide financing, the net proceeds of which will be used by
New SourceHOVLLC to purchase SeriesA Convertible Preferred
Stock and Quinpario Common Stock as part of the PIPE Investment
in an amount up to $57.5million (the New SourceHOV
Financing
). to the New SourceHOV Financing, New SourceHOV
LLC will pledge to the lenders 2,875,000 shares of SeriesA
Convertible Preferred Stock and 4,312,500 shares of Quinpario
Common Stock acquired by New SourceHOV in the PIPE Investment
and the 80,600,000 shares of Quinpario Common Stock acquired by
New SourceHOV LLC in the Business Combination. The New
SourceHOV Financing is conditioned upon the consummation of the
Business Combination concurrently with the closing of the New
SourceHOV Financing and other customary conditions. In
addition, the borrower under the New SourceHOV Financing will
be subject to certain customary affirmative and negative
covenants. Each of Quinpario and SourceHOV have agreed to pay
certain fees and expenses of the lenders associated with the
New SourceHOV Financing and Quinpario has agreed to issue up to
821,429 shares of Quinpario Common Stock to the lenders
thereunder.

Additional Information

In connection with the Business Combination, Quinpario intends
to file a definitive proxy statement with the SEC. The
definitive proxy statement and other relevant documents will be
sent or given to the stockholders of the Company and will
contain important information about the Business Combination
and related matters.Investors and security holders of
Quinpario are advised to read, when available, the definitive
proxy statement in connection with Quinparios solicitation of
proxies for its stockholders meeting to be held to approve the
Business Combination because the proxy statement will contain
important information about the Business Combination and the
parties to the Business Combination. The definitive proxy
statement will be mailed to stockholders of Quinpario as of a
record date to be established for voting on the 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:
Quinpario Acquisition Corp. 2, 12935 N. Forty Drive, Suite201,
St. Louis, MO 63141, e-mail: [email protected]

Participants in the Solicitation

Quinpario and its directors, executive officers and other
members of its management and employees, under SEC rules, may
be deemed to be participants in the solicitation of proxies of
Quinpario stockholders in connection with the Business
Combination.Investors and security holders may obtain
more detailed information regarding the names,
affiliations


and interests in Quinpario of directors and officers of
Quinpario in the Companys Annual Report on Form10-K, which was
filed with the SEC on March6, 2017. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to Quinparios stockholders in
connection with the proposed mergers will be set forth in the
definitive proxy statement for the Business Combination when
available.

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 our industry, future events, the Business
Combination between the Company, SourceHOV and Novitex, 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 Business Combination, future opportunities for
the combined company, and other statements that are not
historical facts. These statements are based on the current
expectations of the Company, SourceHOV and Novitex management
and are not predictions of actual performance. These statements
are subject to a number of risks and uncertainties regarding
the Companys, SourceHOVs and Novitexs respective 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 SourceHOV and
Novitex operate, including inflation and interest rates, and
general financial, economic, regulatory and political
conditions affecting the industry in whichSourceHOV and Novitex
operate; 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
the Company, SourceHOV or Novitex management teams; the
inability of the parties to successfully or timely consummate
the Business Combination, 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 the
Company 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 the Company, SourceHOV and
Novitex; uncertainty as to the long-term value of the Companys
common stock; the inability to realize the expected amount and
timing of cost savings and operating synergies; those discussed
in the Companys Annual Report on Form10-K for the year ended
December31, 2016 under the heading Risk Factors, as updated
from time to time by the Companys Quarterly Reports on Form10-Q
and other documents of the Company on file with the SEC or in
the definitive proxy statement that will be filed with the SEC
by the Company. There may be additional risks that neither the
Company, SourceHOV or Novitex presently know or that the
Company, SourceHOV or Novitex currently believe are immaterial
that could also cause actual results to differ from those
contained in the forward-looking statements. In addition,
forward-looking statements provide the Companys, SourceHOVs and
Novitexs expectations, plans or forecasts of future events and
views as of the date of this communication. The Company,
SourceHOV and Novitex anticipate that subsequent events and
developments will cause the Companys, SourceHOVs and Novitexs
assessments to change. However, while the Company, SourceHOV
and Novitex may elect to update these forward-looking
statements at some point in the future, the Company, SourceHOV
and Novitex specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing the Companys, SourceHOVs and Novitexs assessments
as of any date subsequent to the date of this communication.


Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number

Description

10.1*

Modification Agreement, dated as of June15, 2017.

*Filed herewith.




Quinpario Acquisition Corp. 2 Exhibit
EX-10.1 2 a17-15512_1ex10d1.htm EX-10.1 Exhibit 10.1   CONSENT,…
To view the full exhibit click here

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