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):
May 18, 2018
CISION
LTD.
(Exact Name of Registrant as Specified in
Charter)
|
Cayman Islands
(State or Other Jurisdiction
of Incorporation)
|
000-38140
(Commission
File Number)
|
N/A
(IRS Employer
Identification No.)
|
|
130 East Randolph Street, 7th Floor
Chicago, Illinois
(Address of Principal Executive Offices)
|
60601
(Zip Code)
|
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 1.01
|
Entry in a Material Definitive Agreement.
|
On May 18, 2018, Cision Ltd. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Warrant Agent”) entered into Amendment No. 1 (the “Warrant
Amendment”) to the Amended and Restated Warrant Agreement, dated as of October 17, 2017 (the “Warrant Agreement”),
by and between the Company and the Warrant Agent. The Warrant Amendment amends the Warrant Agreement to provide the Company with
the right to require the holders of the Company’s public and private warrants (the “Warrants”) to exchange their
Warrants for ordinary shares of the Company (“Ordinary Shares”) at an exchange ratio of 0.234 Ordinary Shares for each
Warrant. The Company has the right to require the exchange of not less than all of the Warrants at any time while such Warrants
are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the registered holders of the
outstanding Warrants at least fifteen days prior to the date of exchange fixed by the Company.
The Company intends to exchange all remaining untendered Warrants
for Ordinary Shares in accordance with the terms of the Warrant Agreement, as amended, on June 4, 2018.
The foregoing description of the Warrant Amendment is qualified
in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and is
incorporated by reference herein.
|
Item 3.03
|
Material Modifications to Rights of Security Holders.
|
To the extent required by Item 3.03 of Form 8-K, the disclosure
set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this item 3.03.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
As previously disclosed in the definitive consent solicitation
materials filed by the Company with the U.S. Securities and Exchange Commission on May 9, 2018, in connection with the Company’s
offer to each holder of the Warrants to receive 0.26 Ordinary Shares in exchange for each Warrant tendered by the holder and exchanged
pursuant to the offer (the “Offer”), the Company solicited consents (the “Consent Solicitation”) from holders
of the Warrants to approve the Warrant Amendment.
The Offer and Consent Solicitation expired at 11:59 p.m. Eastern
Daylight Time on May 15, 2018. A total of 23,462,423 Warrants, or approximately 95.7650% of the 24,500,000 outstanding Warrants,
were properly tendered and not withdrawn in the Offer, and were therefore deemed to have consented to the Warrant Amendment. Because
consents were received from holders of more than a majority of the Company’s Warrants, the Warrant Amendment was approved.
The Company intends to exchange all remaining untendered Warrants for Ordinary Shares in accordance with the terms of the Warrant
Agreement, as amended, on June 4, 2018.
The Company issued 6,100,209 Ordinary Shares in exchange for
the Warrants tendered in the Offer, resulting in a total of 130,470,775 Ordinary Shares outstanding as of May 18, 2018.
On May 18, 2018, the Company issued a press release announcing
the closing of the Offer and the Consent Solicitation. The Company also announced that it intends to exchange all remaining untendered
Warrants for Ordinary Shares in accordance with the terms of the Warrant Agreement, as amended, on June 4, 2018.
A copy of the press release is attached as Exhibit 99.1 and
is incorporated by reference herein.
|
Item 9.01
|
Financial Statements and Exhibits.
|
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: May 18, 2018
|
|
CISION LTD.
|
|
|
|
|
|
|
By:
|
/s/ Jack Pearlstein
|
|
|
|
|
Name: Jack Pearlstein
|
|
|
|
Title: Chief Financial Officer
|
Exhibit 10.1
Execution Version
AMENDMENT NO. 1 TO AMENDED AND RESTATED
WARRANT AGREEMENT
This Amendment (this
“Amendment”) is made as of May 18, 2018 by and between Cision Ltd., an exempted company incorporated in the Cayman
Islands (the “Company”) and Continental Stock Transfer & Trust Company, a New York Corporation (the “Warrant
Agent”), and constitutes an amendment to that certain Amended and Restated Warrant Agreement, dated as of October 17, 2017
(the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise
defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
WHEREAS, Section 9.8
of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend, subject to certain conditions provided
therein, the Existing Warrant Agreement with the vote or written consent of the registered holders of the majority of the then
outstanding Warrants;
WHEREAS, the Company
desires to amend the Existing Warrant Agreement to provide the Company with the right to require the holders of the Warrants to
exchange all of the outstanding Warrants for Ordinary Shares of the Company, on the terms and subject to the conditions set forth
herein; and
WHEREAS, in the exchange
offer and consent solicitation undertaken by the Company pursuant to the Registration Statement on Form S-4 filed with the Securities
and Exchange Commission, the registered holders of more than a majority of the then outstanding Warrants consented to and approved
this Amendment.
NOW, THEREFORE, in
consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant
Agreement as set forth herein.
1.
Amendment of Existing Warrant Agreement
.
The Existing Warrant Agreement is hereby amended by adding the new Section 6A thereto:
“6A.
Mandatory Exchange
.
6A.1.
Company
Election to Exchange
. Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of
the outstanding Warrants may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their
expiration, at the office of the Warrant Agent, upon notice to the registered holders of the outstanding Warrants, as described
in Section 6A.2 below, for Ordinary Shares, at the exchange rate of 0.234 Ordinary Shares for each Warrant held by the holder thereof
(the “Consideration”) (subject to equitable adjustment by the Company in the event of any stock splits, stock dividends,
recapitalizations or similar transaction with respect to the Common Stock). In lieu of issuing fractional shares, any holder of
Warrants who would otherwise have been entitled to receive fractional shares as Consideration will, after aggregating all such
fractional shares of such holder, be paid in cash (without interest) in an amount equal to such fractional part of a share multiplied
by $13.76.
6A.2.
Date
Fixed for, and Notice of, Exchange
. In the event that the Company elects to exchange all of the Warrants, the Company shall
fix a date for the exchange (the “Exchange Date”). Notice of exchange shall be mailed by first class mail, postage
prepaid, by the Company not less than fifteen (15) days prior to the Exchange Date to the registered holders of the Warrants at
their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the registered holder received such notice. The Company will make a public announcement
of its election following the mailing of such notice.
6A.3.
Exercise
After Notice of Exchange
. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
subsection 3.3.1(b) of this Agreement) at any time after notice of exchange shall have been given by the Company pursuant to Section
6A.2 hereof and prior to the Exchange Date. On and after the Exchange Date, the registered holder of the Warrants shall have no
further rights except to receive, upon surrender of the Warrants, the Consideration.”
2.
Miscellaneous Provisions
.
2.1.
Severability
.
This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.2.
Applicable
Law
. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State
of New York, without giving effect to conflict of laws. The parties hereby agree that any action, proceeding or claim against it
arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.
2.3.
Counterparts
.
This Amendment may be executed in any number of counterparts, and by facsimile or portable document format (pdf) transmission,
and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute
but one and the same instrument.
2.4.
Effect of Headings
.
The Section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation
thereof.
2.5.
Entire Agreement
.
The Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes
all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating
to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby
canceled and terminated.
[
Signatures follow on next page
]
IN WITNESS WHEREOF, each of the parties
has caused this Amendment to be duly executed as of the date first above written.
|
|
CISION LTD.
|
|
|
|
|
|
|
|
By:
|
/s/ Jack Pearlstein
|
|
|
|
|
Name: Jack Pearlstein
|
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
|
|
|
|
|
|
|
|
By:
|
/s/ Mark Zimkind
|
|
|
|
|
Name: Mark Zimkind
|
|
|
|
|
Title: Senior Vice President
|
|
Signature Page to Amendment No. 1 to Amended and Restated Warrant Agreement
Exhibit 99.1
Cision Ltd. Announces Completion of Exchange
Offer and
Plan to Exchange Remaining Outstanding
Warrants
CHICAGO, May 18, 2018 /PRNewswire/ -- Cision
(NYSE: CISN) announced today the completion and settlement of its previously announced exchange offer (the “Exchange Offer”)
and consent solicitation (the “Consent Solicitation”) relating to certain of its outstanding warrants. On May 18, 2018,
Cision accepted all warrants validly tendered in the Exchange Offer and issued ordinary shares in exchange. As a result of the
consents received in the Consent Solicitation, Cision also executed an amendment (the “Warrant Amendment”) to the agreement
governing its outstanding warrants (the “Warrant Agreement”). Cision also announced today that it will exchange all
remaining untendered warrants on June 4, 2018 in accordance with the terms of the Warrant Agreement.
This press release shall not constitute
an offer to sell, or a solicitation of an offer to buy, the securities described herein and is also not a solicitation of the related
consents. The exchange offer was made only pursuant to the terms and conditions of the Prospectus/Offer to Exchange and related
letter of transmittal.
Forward looking statements
This press release contains "forward-looking statements,"
as defined by federal securities laws. Forward-looking statements reflect Cision's current expectations and projections about future
events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate,"
"will," "could," "would," "should," "may," "plan," "estimate,"
"intend," "predict," "potential," "continue," and the negatives of these words and other
similar expressions generally identify forward looking statements. Such forward-looking statements are subject to various risks
and uncertainties, including those described under the section entitled "Risk Factors" in Cision's Registration Statement
on Form S-4/A, filed on May 9, 2018, as such factors may be updated from time to time in Cision's periodic filings with the SEC,
which are accessible on the SEC's website at www.sec.gov. Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed
as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Cision's
filings with the SEC. While forward-looking statements reflect Cision's good faith beliefs, they are not guarantees of future performance.
Cision disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions
or factors, new information, data or methods, future events or other changes after the date of this press release, except as required
by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently
available to Cision (or to third parties making the forward-looking statements).
Investor Contact:
Jack Pearlstein
Chief Financial Officer
Jack.Pearlstein@cision.com
Media Contact:
Nick Bell
Vice President, Marketing Communications and Content
CisionPR@cision.com