SEC Form 8-K Summary
Registrant: Conyers Park II Acquisition Corp., not Advantage Solutions Inc. The filing is dated July 18, 2019, and reports an event under Item 7.01, Regulation FD Disclosure.
Business Context and Reporting Period
Conyers Park II Acquisition Corp. is a blank check company formed to pursue a merger, stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. The filing concerns the pricing and anticipated closing of its initial public offering.
Key Financial and Capital Markets Information
- The company priced an initial public offering of 40,000,000 units at $10.00 per unit, implying gross offering proceeds of $400 million before expenses and any over-allotment exercise.
- Each unit consists of one Class A common share and one-fourth of one redeemable warrant.
- Each whole warrant is exercisable for one Class A common share at $11.50 per share.
- The underwriters received a 45-day option to purchase up to an additional 6,000,000 units at the initial offering price, potentially providing an additional $60 million of gross proceeds.
- The offering was expected to close on July 22, 2019, subject to customary closing conditions.
- The filing does not provide operating revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes Versus the Prior Comparable Period
The filing does not present comparative financial statements or a prior-period operating comparison. The material development is the pricing of the initial public offering and the planned listing of the units.
Guidance, Outlook, Risks, and Unusual Items
- The units were expected to begin trading on Nasdaq under the symbol CPAAU on July 18, 2019. The common stock and warrants were expected to trade separately under CPAA and CPAAW, respectively, once separate trading began.
- Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC served as underwriters.
- The company stated that anticipated use of the net offering proceeds was forward-looking and that completion of the offering, its terms, and use of proceeds could not be assured.
- Key risks are referenced in the risk factors of the company’s registration statement and preliminary prospectus, including risks affecting completion of the offering and the company’s ability to execute a future business combination.
- The company is an emerging growth company.
Investor Verification Checklist
- Confirm that the filing relates to Conyers Park II Acquisition Corp., rather than Advantage Solutions Inc.
- Verify the offering’s actual closing date, final proceeds, underwriting discounts, and expenses.
- Check whether the underwriters exercised all or part of the 6,000,000-unit over-allotment option.
- Review the registration statement and prospectus for escrow, redemption, warrant, and business-combination terms.
- Confirm the eventual use of net proceeds and any subsequent business-combination announcement.