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EX-99.2 - EXHIBIT 99.2 - CISION LTD.tv502945_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - CISION LTD.tv502945_ex99-1.htm
EX-1.1 - EXHIBIT 1.1 - CISION LTD.tv502945_ex1-1.htm

 

 

 

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): September 12, 2018

 

 

 

CISION LTD.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Cayman Islands 000-38140 N/A
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

130 East Randolph Street, 7th Floor 60601
Chicago, Illinois (Zip Code)
(Address of Principal Executive Offices)  

 

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 3.02 Unregistered Sales of Equity Securities.

 

Pursuant to that certain Agreement and Plan of Merger, by and among Capitol Acquisition Corp. III, Capitol Acquisition Holding Company Ltd., later renamed “Cision Ltd.” (the “Company”), Capital Acquisition Merger Sub, Inc., Canyon Holdings (Cayman) L.P. (“Cision Owner”) and Canyon Holdings S.à r.l., dated as of March 19, 2017 (as amended, the “Merger Agreement”), to induce Cision Owner to enter into the transactions contemplated by the Merger Agreement, the Company agreed to make an earn-out payment to Cision Owner of 2,000,000 ordinary shares, par value $0.001 per share, of the Company (the “Earn-Out Shares”) for no additional consideration from Cision Owner if the closing ordinary share price had exceeded $16.00 for any period of 20 trading days out of 30 consecutive trading days. On September 10, 2018, based on the achievement of the milestone described above, the Company became obligated to issue to Cision Owner the Earn-Out Shares. The Earn-Out Shares were issued to Cision Owner on September 13, 2018 in accordance with the terms of the Merger Agreement. The issuance of these ordinary shares was deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). No underwriters were involved in the issuance of the Earnout Shares.

 

Item 8.01 Other Items.

 

On September 12, 2018, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), and Cision Owner, 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 (the “Firm 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” and together with the Firm Shares, the “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 Underwriter, 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 Firm Shares were delivered against payment therefor on September 17, 2018. The offering of the Shares was registered under the Securities Act pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-221792). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

 

On September 12, 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

 

Number   Description
     
1.1   Underwriting Agreement dated as of September 12, 2018, by and among Cision Ltd., the selling shareholders named therein and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein.
99.1   Press release dated September 12, 2018.
99.2   Information relating to Part II, Item 14. “Other Expenses of Issuance and Distribution” of Cision Ltd.’s registration statement on Form S-3 (File No. 333-221792).

 

 

 

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: September 17, 2018

 

  CISION LTD.
     
  By: /s/ Jack Pearlstein
    Name: Jack Pearlstein
    Title: Chief Financial Officer