Form 8-K CISION LTD. For: Jun 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 14, 2018
CISION LTD.
(Exact Name of Registrant as Specified in Charter)
|
Cayman Islands (State or Other Jurisdiction of Incorporation) |
000-38140 (Commission File Number) |
N/A (IRS Employer Identification No.) |
|
130 East Randolph Street, 7th Floor Chicago, Illinois (Address of Principal Executive Offices) |
60601 (Zip Code) |
Registrant’s telephone number, including area code: 866-639-5087
N/A
(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 of 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 240.13c-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Items. |
On June 14, 2018, Cision Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., as representative of the several underwriters named therein (the “Underwriters”), and Canyon Holdings (Cayman), L.P., Capitol Acquisition Management 3 LLC and Capitol Acquisition Founder 3 LLC, as the selling shareholders (the “Selling Shareholders”). The Underwriting Agreement relates to the sale by the Selling Shareholders to the underwriter of 12,000,000 of the Company’s ordinary shares, par value $0.0001 per share (the “Shares”). Under the terms of the Underwriting Agreement, the Selling Shareholders granted the Underwriters a 30-day option to purchase up to 1,800,000 additional shares (the “Option Shares”).
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Selling Shareholders, conditions to closing, indemnification obligations of the Company, the Selling Shareholders and the Underwriters, and termination and other customary provisions. The Underwriting Agreement has been included to provide information regarding its terms, and it is not intended to provide any other factual information about the Company. The assertions embodied in the representations, warranties and covenants were made solely for purposes of the Underwriting Agreement and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating its terms. Therefore, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.
The Shares were delivered against payment therefor on June 19, 2018. The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form S-1 (File No. 333-221792). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
On June 14, 2018, the Company issued a press release announcing pricing of the Shares in the underwritten public offering by the Selling Shareholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s ordinary shares or any other securities, and there shall not be any offer, solicitation or sale of securities mentioned in this Current Report on Form 8-K 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 such any state or jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
SIGNATURES
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: June 19, 2018
| CISION LTD. | |||
| By: | /s/ Jack Pearlstein | ||
| Name: Jack Pearlstein | |||
| Title: Chief Financial Officer | |||
Exhibit 99.1
Cision Ltd. Announces Pricing of Secondary Offering
CHICAGO, June 14, 2018 /PRNewswire/ -- Cision Ltd. (NYSE: CISN) today announced the pricing of an underwritten public offering of 12,000,000 ordinary shares by certain selling shareholders at a public offering price of $15.00 per share. In addition, the selling shareholders have granted a 30-day option to the underwriters to purchase up to an additional 1,800,000 ordinary shares at the public offering price less the underwriting discount. Cision is not selling any ordinary shares in the offering and will not receive any proceeds from the offering by the selling shareholders. The offering is expected to close on June 19, 2018, subject to customary closing conditions.
Deutsche Bank Securities is acting as lead book-running manager for the offering. Additional book-running managers are Citigroup, Baird and RBC Capital Markets. BMO Capital Markets, SunTrust Robinson Humphrey, Barclays, William Blair, Cowen and CJS Securities are acting as co-managers for the offering.
A registration statement on Form S-1 (including a prospectus) relating to these securities was filed with and declared effective by the Securities and Exchange Commission (the "SEC"). The offering of these securities is being made solely by means of a prospectus supplement and the accompanying prospectus. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained by contacting Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, by telephone at 800-503-4611 or by email at [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements with respect to the public offering, which are subject to substantial risks, uncertainties and assumptions, including but not limited to the closing of the public offering. You should not place reliance on these statements. These statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may" or similar expressions. These statements are based on certain assumptions that Cision and its management have made in light of perceptions of expected future developments and other factors Cision and its management believe are appropriate in these circumstances. As you read and consider this press release, you should understand that these statements are not guarantees of performance or results. Many factors could affect Cision's actual performance and results and could cause actual results to differ materially from those expressed in the forward-looking statements, including, among others, risks and uncertainties related to the capital markets, the satisfaction of customary closing conditions related to the public offering and other factors set forth in Cision's filings with the SEC, including those factors identified under the heading "Risk Factors" in Cision's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. All forward-looking statements attributable to Cision or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and Cision undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact:
Jack Pearlstein
Chief Financial Officer
Media Contact:
Nick Bell
Vice President, Marketing Communications
and Content
[email protected]
SOURCE Cision