QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On June19, 2017, Exela Intermediate LLC (the Issuer), a Delaware
limited liability company, and Exela Finance Inc. (the Co-Issuer
and together with the Issuer, the Issuers), a Delaware
corporation and wholly-owned subsidiary of the Issuer, commenced
an offering of First Priority Senior Secured Notes due 2023 and
Senior Notes due 2024 (together, the Notes). The Issuer and
Co-Issuer are wholly-owned by Quinpario Acquisition Corp. 2 (the
Company). The Notes are being offered in connection with, and the
Company intends to use the net proceeds from the offering for,
the pending acquisition (the Business Combination) by the Company
of Novitex Holdings,Inc. (Novitex) and SourceHOV Holdings,Inc.
(SourceHOV).
In conjunction with the offering of the Notes, the Issuers issued
a confidential preliminary offering memorandum dated June19, 2017
(the Offering Memorandum). Certain information contained in the
Offering Memorandum is furnished herewith as Exhibit99.1 and is
incorporated herein by reference.
The information in Exhibit99.1 shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be
any sale of the Notes in any state in which the offer,
solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state. The
Notes have not been, and will not be, registered under the
Securities Act of 1933, as amended (the Securities Act), or the
securities laws of any other jurisdiction. The Notes are being
offered only to qualified institutional buyers in reliance on
Rule l44A under the Securities Act, and outside the United
States, only to non-U.S. investors to Regulation S.
In accordance with General Instruction B.2 of Form8-K, the
information in Item 7.01 of this Current Report on Form8-K,
including information in Exhibit99.1, shall not be deemed filed
for the purposes of Section18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall such information,
including Exhibit99.1, be deemed incorporated by reference into
any filing under the Securities Act or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
Item 8.01 Other Events.
On June19, 2017, the Company issued a press release announcing
the offering of the Notes by the Issuers. A copy of the Companys
press release is filed as Exhibit99.2 to this Form8-K and is
incorporated herein by reference.
Additional Information
In connection with the Business Combination, the Company 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 the Company are
advised to read, when available, the definitive proxy statement
in connection with the Companys 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 the Company 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
The Company 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 the
Companys stockholders in connection with the Business
Combination.Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests in the Company of directors and officers of
the
Company 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
the Companys stockholders in connection with the Business
Combination 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 |
|
99.1* |
Excerpts from the Issuers confidential preliminary |
|
|
99.2* |
Press Release, dated June19, 2017. |
* Filed herewith.
