UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events. |
On September 10, 2020, Yum China Holdings, Inc. (the “Company”) completed its previously announced global offering (the “Global Offering”) of an aggregate of 41,910,700 shares (the “Shares”) of its common stock, par value $0.01 per share, comprising an international offering of 34,995,400 Shares and a Hong Kong public offering of 6,915,300 Shares, at a public offering price of HK$412.00, or US$53.16, per share. The Company will receive net proceeds from the Global Offering of approximately HK$17,002 million or US$2,194 million (or approximately HK$19,565 million or US$2,524 million if the underwriters’ over-allotment option is exercised in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company currently intends to apply the net proceeds to expand and deepen its restaurant network, invest in digitalization and supply chain, food innovation and value proposition, and high-quality assets, and for working capital and general corporate purposes.
In connection with the closing of the Global Offering, effective September 10, 2020, the Company’s common stock has been listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “HKEX”) under the stock code “9987.” The Company’s common stock also continues to be listed and traded on the New York Stock Exchange (the “NYSE”), and the shares listed on the HKEX are fully fungible with the shares listed on the NYSE.
The Global Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-248449) filed with the U.S. Securities and Exchange Commission (the “SEC”), which has become effective. A final prospectus supplement and accompanying prospectus relating to and describing the terms of the Global Offering was filed with the SEC on September 8, 2020 and is available on the SEC’s web site at www.sec.gov.
In connection with such registration statement, the Company is filing the legal opinions attached as Exhibits 5.1, 8.1 and 8.2 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are furnished with this report:
| Exhibit |
Exhibit Description | |
| 5.1 | Opinion of Sidley Austin LLP with respect to the legality of the Shares. | |
| 8.1 | Opinion of Sidley Austin LLP with respect to certain tax matters concerning the Shares. | |
| 8.2 | Opinion of Jingtian & Gongcheng with respect to certain tax matters concerning the Shares. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| YUM CHINA HOLDINGS, INC. | ||||||
| By: | /s/ Joseph Chan | |||||
| Name: | Joseph Chan | |||||
| Title: | Chief Legal Officer | |||||
| Date: September 10, 2020 | ||||||