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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/12/19 Conyers Park II Acquisition Corp. S-1/A 20:1.2M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Amendment No.1 to Registration Statement HTML 44K
2: EX-1.1 Form of Underwriting Agreement HTML 164K
3: EX-3.1 Certificate of Incorporation HTML 48K
4: EX-3.2 Form of Amendedand Restated Certificate of HTML 85K
Incorporation
5: EX-3.3 Form of Amended and Restated Bylaws HTML 108K
6: EX-4.1 Specimen Unit Certificate HTML 19K
7: EX-4.2 Specimen Class A Common Stock Certificate HTML 19K
8: EX-4.3 Specimen Warrant Certificate HTML 23K
9: EX-4.4 Form of Warrant Agreement Between Continental HTML 119K
Stock Transfer & Trust Company and the Registrant
10: EX-5.1 Opinion of Kirkland & Ellis LLP. HTML 24K
11: EX-10.2 Form of Letter Agreement Among the Registrant and HTML 43K
Its Officers and Directors and Conyers Park Ii
Sponsor LLC.
12: EX-10.3 Form of Investment Management Trust Agreement HTML 61K
Between Continental Stock Transfer & Trust Company
and the Registrant
13: EX-10.4 Form of Registrationand Stockholder Rights HTML 93K
Agreement Among the Registrant and Certain
Security Holders
14: EX-10.6 Sponsor Warrants Purchase Agreement Between the HTML 37K
Registrant and Conyers Park Ii Sponsor LLC.
15: EX-10.7 Form of Indemnity Agreement HTML 81K
16: EX-10.8 Form of Administrative Support Agreement Between HTML 15K
the Registrant and Centerview Capital Consumer
Investors LLC.
17: EX-99.1 Consent of Ronald Blaylock HTML 9K
18: EX-99.2 Consent of Peter Klein HTML 9K
19: EX-99.3 Consent of Irene Rosenfeld HTML 9K
20: EX-99.4 Consent of Joseph Schena HTML 9K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Power of Attorney | ||||
Filed with the
U.S. Securities and Exchange Commission on July 12, 2019 under
the Securities Act of 1933, as amended.
Registration No. 333-232449
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Conyers Park II Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 83-4629508 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
1
Greenwich Office Park, 2nd Floor
Greenwich, CT 06831
(212) 429-2211
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Brian
K. Ratzan
Conyers Park II Acquisition Corp.
1 Greenwich Office Park, 2nd Floor
Greenwich, CT 06831
(212) 429-2211
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
| Christian
O. Nagler, Esq. Peter S. Seligson, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 |
Paul
D. Tropp, Esq. Christopher J. Capuzzi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-9000 Fax: (212) 596-9090 |
Approximate
date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
C:
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Security Being Registered | Amount Being
Registered | Proposed
Maximum Offering Price per Security(1) | Proposed
Maximum Aggregate Offering Price(1) | Amount
of Registration Fee | ||||||||||
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one warrant(2) | 46,000,000 Units | $ | 10.00 | $ | 460,000,000 | $ | 55,752 | |||||||
| Shares of Class A common stock included as part of the units(3) | 46,000,000 Shares | — | — | — | (4) | |||||||||
| Redeemable warrants included as part of the units(3) | 11,500,000 Warrants | — | — | — | (4) | |||||||||
| Class A common stock, issuable upon the redemption of warrants(3)(5) | 4,197,500 Shares | $ | 10.00 | $ | 41,975,000 | $ | 5,088 | |||||||
| Total | $ | 501,975,000 | $ | 60,840 | (6) | |||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Includes 6,000,000 units, consisting of 6,000,000 shares of Class A common stock and 2,000,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
| (3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | Represents Class A common stock that may be issued upon redemption of warrants included as part of units in this offering. |
| (6) | Previously filed. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
C:
EXPLANATORY NOTE
Conyers Park II Acquisition Corp. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-232449) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
C:
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits. The list of exhibits following the signature page of this registration statement is incorporated herein by reference. |
C:
II- C: 1
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 12th day of July, 2019.
| CONYERS PARK II ACQUISITION CORP. | ||
| By: | /s/ David J. West | |
| David J. West | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
| * | Executive Chairman of the Board of Directors | July 12, 2019 | ||
| James M. Kilts | ||||
| /s/ David J. West | Chief Executive Officer and Director | July 12, 2019 | ||
| David J. West | (Principal Executive Officer) | |||
| * | Chief Financial Officer and Director | July 12, 2019 | ||
| Brian K. Ratzan | (Principal Financial and Accounting Officer) |
| *By: | /s/ David J. West | |
| David J. West | ||
| Attorney-in-Fact |
C:
II-2
| * | Previously filed. |
II-3
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/12/19 | None on these Dates | ||
| List all Filings | ||||