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 (Date of Earliest Event Reported): May 6, 2014
QUINPARIO ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36051 | 46- 2888322 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| c/o Quinpario Partners I, LLC 12935 N. Forty Drive, Suite 201 St. Louis, Missouri |
63141 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (314) 548-6200
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | 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 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On May 6, 2014, Quinpario Acquisition Corp. (the “Company”) issued a press release announcing that it had commenced a tender offer to purchase up to 9,200,000 of its outstanding warrants at a purchase price of $0.75 per warrant, in cash, without interest, for an aggregate purchase price of up to $6,900,000.
As previously announced, on March 16, 2014, the Company entered into a definitive agreement to purchase all of the outstanding common stock of Jason Partners Holdings Inc. (“Jason”), the indirect parent company of Jason Incorporated (the “Business Combination”). The purpose of the tender offer for Quinpario’s warrants is to provide warrant holders that may not wish to retain their warrants following the completion of the Business Combination, the opportunity to receive cash for their warrants.
A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
The tender offer by the Company described in this report is being made by the Company only by means of a Schedule TO (including offers to purchase, related letters of transmittal and other offer documents), which the Company has filed with the SEC. The description of the tender offer in this Form 8-K is not an offer to buy or the solicitation of an offer to sell securities. The Schedule TO and related documentation on the tender offer should be read carefully and considered before any decision is made with respect to the tender offer. These materials will be sent free of charge to all warrantholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Security holders may also obtain free copies of the documents filed with the SEC by the Company by directing a request to Morrow & Co., LLC, the Company’s information agent, at 470 West Avenue, 3rd Floor, Stamford, CT 06902, quinpario.info@morrowco.com. Warrantholders of the Company are urged to read the documents for the tender offer and the other relevant materials when they become available before making any investment decision with respect to the tender offer because such documents and materials will contain important information about the tender offer and the Business Combination.
Additional Information and Where to Find It
The Company has filed with the Securities and Exchange Commission (“SEC”) a preliminary proxy statement in connection with the Business Combination and other matters and will mail a definitive proxy statement and other relevant documents to its stockholders. The Company’s stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve, among other things, the Business Combination because the proxy statement will contain important information about the Company, Jason and the Business Combination. Stockholders may obtain a free copy of the proxy statement, as well as other filings containing information about the Company, without charge, at the Securities Exchange Commission’s Internet site (www.sec.gov). You may also be able to obtain these documents, free of charge, by accessing the Company’s website (www.quinpario.com). Copies of the proxy statement and the filings with the SEC that are incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to Paul J. Berra III, Vice President, General Counsel and Secretary, 12935 N. Forty Drive, St. Louis, Missouri 63141.
Participants in Solicitation
The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the Company’s stockholders in respect of the proposed Business Combination and the other matters set forth in the proxy statement. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s preliminary proxy statement for the Business Combination, which has been filed with the SEC.
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Forward Looking Statements
This Current Report on Form 8-K includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of the Company, Jason and the combined company after completion of the proposed Business Combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; (2) the outcome of any legal proceedings that may be instituted against Jason or the Company following announcement of the proposed Business Combination and transactions contemplated thereby; (3) the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain required regulatory approvals (other than under the HSR Act), approval of the stockholders of the Company or the proceeds of the acquisition financing related to the Business Combination, or other failure to satisfy all conditions to closing the Business Combination; (4) the ability to obtain or maintain the listing of the post-combination company’s common stock on NASDAQ following the Business Combination; (5) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability to integrate the Jason and the Company’s businesses, and the ability of the combined business to grow and manage growth profitably; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that Jason or the Company may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the proxy statement, including those under “Risk Factors” therein, and other filings with SEC by the Company. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company and Jason undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated May 6, 2014 | |
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SIGNATURE
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: May 6, 2014
| QUINPARIO ACQUISITION CORP. | ||||
| By: | /s/ Paul J. Berra III | |||
| Name: | Paul J. Berra III | |||
| Title: | Vice President, General Counsel & Secretary | |||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated May 6, 2014 | |
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Exhibit 99.1
QUINPARIO ACQUISITION CORP. ANNOUNCES
CASH TENDER OFFER FOR ITS WARRANTS
ST. LOUIS, MISSOURI – May 6, 2014 /Globe Newswire/ - Quinpario Acquisition Corp. (Nasdaq: QPAC, QPACU, QPACW) (“Quinpario”) today announced that it has commenced a tender offer to purchase up to 9,200,000 of its outstanding warrants at a purchase price of $0.75 per warrant, in cash, without interest, for an aggregate purchase price of up to $6,900,000.
As previously announced, on March 16, 2014, Quinpario entered into a definitive agreement to acquire Jason Incorporated (“Jason”). The purpose of the tender offer for Quinpario’s warrants is to provide warrant holders that may not wish to retain their warrants following the proposed acquisition of Jason the possibility of receiving cash for their warrants.
Quinpario has 18,400,000 outstanding warrants. The number of warrants that Quinpario is offering to purchase represents 50 percent of its outstanding warrants. The warrants are currently listed on the Nasdaq Capital Market under the symbol “QPACW.” As of May 5, 2014, the last reported closing price of the warrants was $0.55 per warrant.
The tender offer is not conditioned on any financing or on any minimum number of warrants being tendered. However, the tender offer is subject to certain other conditions, including the acquisition of Jason. If the definitive agreement to acquire Jason is terminated for any reason, or the tender offer would be reasonably likely to impair or delay the closing of the acquisition of Jason or the ability of Quinpario or its wholly-owned subsidiary to obtain any portion of the debt financing needed to consummate the acquisition of Jason, Quinpario will terminate the tender offer.
If more than 9,200,000 warrants are duly tendered and not properly withdrawn, Quinpario will purchase warrants from tendering warrant holders on a pro rata basis (disregarding fractions), in accordance with the number of warrants duly tendered by or on behalf of each warrant holder (and not so withdrawn).
None of Quinpario Partners I, LLC, Quinpario’s sponsor, nor Quinpario’s directors and executive officers will tender their warrants pursuant to the tender offer.
The tender offer will expire at 11:59 a.m., New York City time, on June 4, 2014, or such later time and date to which Quinpario may extend the tender offer. Quinpario intends to extend the tender offer to ensure it expires on the same date the acquisition of Jason is completed.
Morrow & Co., LLC is acting as the information agent for the tender offer, and the depositary for the tender offer is Continental Stock Transfer & Trust Company. The offer to purchase, form of letter of transmittal, and related documents are being distributed to warrant holders. For questions and information, please call the information agent toll free at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Quinpario warrants. The offer to purchase and the solicitation of offers to sell are only being
made solely pursuant to the offer to purchase dated May 6, 2014, the related letter of transmittal and other offer materials included as exhibits to the tender offer statement on Schedule TO that Quinpario will file today with the SEC. The tender offer statement (including the offer to purchase, related letter of transmittal and other offer materials) contains important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials are being distributed free of charge to all Quinpario warrant holders. In addition, these materials (and all other materials filed by Quinpario with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Warrant holders may also obtain free copies of the documents filed with the SEC by Quinpario by directing a request to the information agent at Morrow & Co., LLC, 470 West Avenue, 3rd Floor, Stamford, CT 06902, quinpario.info@morrowco.com. Quinpario warrant holders are urged to read the tender offer documents and the other relevant materials before making any investment decision with respect to the tender offer because they contain important information about the tender offer.
About Quinpario Acquisition Corp.
Quinpario is a special purpose acquisition company that completed its initial public offering in August 2013. Quinpario was formed for the purpose of acquiring one or more businesses through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. Quinpario Partners I, LLC, which was formed for the express purpose of acting as the sponsor for Quinpario’s initial public offering, is an affiliate of Quinpario Partners LLC, an investment and operating company formed by Jeffry N. Quinn, former chairman, president and chief executive officer of Solutia Inc.
Forward-looking Statements
This news release may include forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that Quinpario expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as “believe” and “expect”. These statements are based on certain assumptions and analyses made by Quinpario in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform to Quinpario’s expectations and predictions is subject to a number of risks and uncertainties and depend on a number of factors such as, but not limited to, the ability to satisfy the conditions of the tender offer and the acquisition, the performance of Quinpario and Jason and those factors identified in Quinpario’s Annual Report on Form 10-K for the year ended December 31, 2013 and in its Preliminary Proxy Statement on Schedule 14A filed on May 2, 2014 (each available at www.sec.gov), including under the “Risk Factors” section of each such document. These statements speak only as of the date they are made.
Contacts
Quinpario:
Melissa H. Zona
+1 (636) 751-4057
mhzona@quinpario.com
Information Agent:
Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Telephone: (800) 662-5200
Banks and Brokerage Firms: (203) 658-9400
quinpario.info@morrowco.com