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 5, 2015
ClubCorp Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada | | 333-189912 | | 20-5818205 |
(State or other | | (Commission File Number) | | (IRS Employer |
jurisdiction of incorporation) | | | | Identification No.) |
3030 LBJ Freeway, Suite 600
Dallas, Texas | | 75234 |
(Address of Principal Executive Offices) | | (Zip Code) |
(972) 243-6191
Registrant’s Telephone Number, Including Area Code
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Current Report on Form 8-K (this “Form 8-K”) is filed by ClubCorp Holdings, Inc., a Nevada corporation (the “Company”), in connection with the matters described herein.
Item 8.01. Other Events.
On May 5, 2015, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Fillmore CCA Investment, LLC (the “Selling Stockholder”) and Jefferies LLC and Goldman, Sachs & Co., as representatives of the several underwriters named therein (the “Underwriters”), with respect to a registered underwritten public offering of 12,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), to be sold by the Selling Stockholder. The Selling Stockholder sold the Shares to the Underwriters at a price of $19.9719 per Share. The Underwriting Agreement grants the Underwriters a 30-day option to purchase up to an additional 1,800,000 shares of Common Stock from the Selling Stockholder.
The sale of the Shares by the Selling Stockholder was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-199504) (the “Registration Statement”), including a prospectus supplement dated May 5, 2015 (the “Prospectus Supplement”) to the prospectus contained therein dated October 31, 2014 (the “Base Prospectus”), filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Shares, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
In connection with the offering by the Selling Stockholder of the Shares, the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K in order to be incorporated by reference into the Registration Statement, the Base Prospectus and the Prospectus Supplement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number | | Description |
1.1 | | Underwriting Agreement, dated May 5, 2015, among the Company, the Selling Stockholder and Jefferies LLC and Goldman, Sachs & Co., as representatives of the Underwriters. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
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Date: May 6, 2015 | CLUBCORP HOLDINGS, INC. |
| | |
| By: | /s/ Curtis D. McClellan |
| | Curtis D. McClellan |
| | Chief Financial Officer and Treasurer |
| | | |
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Exhibit Index
Exhibit
Number | | Description | |
1.1 | | Underwriting Agreement, dated May 5, 2015, among the Company, the Selling Stockholder and Jefferies LLC and Goldman, Sachs & Co., as representatives of the Underwriters. | |
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