Attached files
| file | filename |
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| EX-5.1 - EXHIBIT 5.1 - National Vision Holdings, Inc. | s002536x7_ex5-1.htm |
| EX-1.1 - EXHIBIT 1.1 - National Vision Holdings, Inc. | s002536x7_ex1-1.htm |
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: November 19, 2018
National Vision
Holdings, Inc.
(Exact name of registrant as specified in its charter)
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001-38257
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46-4841717
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2435 Commerce Avenue
Bldg. 2200
Duluth, Georgia 30096-4980
(770) 822-3600
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ☐
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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On November 14, 2018, National Vision Holdings, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
by and among the Company, KKR Vision Aggregator L.P., Berkshire Fund VI, Limited Partnership, Berkshire Investors LLC, Berkshire Investors III LLC and the management selling stockholder named therein (collectively, the “Selling Stockholders”), and
Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as underwriters (the “Underwriters”), relating to an underwritten offering of 12,500,000 shares (the “Shares”), of the Company’s common stock, par value $0.01 per share, pursuant to the
Company’s Registration Statement on Form S-3 (File No. 333-228382), filed on November 14, 2018. The offering was completed on November 14, 2018. Pursuant to the Underwriting Agreement, the Underwriters purchased the Shares at a price of $40.20 per
share. The Company did not receive any proceeds from the offering.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by
reference and attached to this report as Exhibit 1.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
See the Exhibit Index immediately preceding the signature page hereto, which is incorporated herein by reference.
EXHIBIT INDEX
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Exhibit No.
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Description
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Underwriting Agreement, dated November 14, 2018, by and among National Vision Holdings, Inc., the Selling Stockholders named therein and Goldman
Sachs & Co. LLC and Citigroup Global Markets Inc., as underwriters.
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Opinion of Simpson Thacher & Bartlett LLP
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Consent of Simpson Thacher & Bartlett LLP (including in Exhibit 5.1)
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the
undersigned hereunto duly authorized.
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National Vision Holdings, Inc.
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Date: November 19, 2018
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By:
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/s/ Mitchell Goodman
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Name:
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Mitchell Goodman
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Title:
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Senior Vice President, General Counsel and Secretary
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