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Conyers Park Acquisition Corp. Form S-4/A Filed 2017-05-16

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Conyers Park Acquisition Corp. Form S-4/A Filed 2017-05-16 SECURITIES AND EXCHANGE COMMISSION FORM S-4/A Registration of securities issued in business combination transactions [amend] Filing Date: 2017-05-16 SEC Accession No. 0001213900-17-005377 (HTML Version on secdatabase.com) FILER Conyers Park Acquisition Corp. Mailing Address Business Address 31 WEST 52ND STREET 31 WEST 52ND STREET CIK:1672985| IRS No.: 812349205 | State of Incorp.:DE | Fiscal Year End: 1231 22ND FLOOR 22ND FLOOR Type: S-4/A | Act: 33 | File No.: 333-217244-01 | Film No.: 17849545 NEW YORK NY 10019 NEW YORK NY 10019 SIC: 6770 Blank checks 212-380-2644 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on May 15, 2017 Registration No. 333-217244 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ The Simply Good Foods Company (Exact name of registrant as specified in its charter) _________________ Delaware 2000 82-1038121 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 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 Vice President 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: Michael Movsovich Raymond E. Baltz, Jr. Christian O. Nagler Carrie A. Ratliff Kirkland & Ellis LLP King & Spalding LLP 601 Lexington Avenue 1180 Peachtree Street New York, New York 10022 Atlanta, Georgia 30309 (212) 446-4800 – Phone (404) 572-4600 – Phone (212) 446-4900 – Facsimile (404) 572-5100 – Facsimile Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. x If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ¨ Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer: ¨ Accelerated filer: ¨ x (Do not check if a smaller reporting Non-accelerated filer: company) Smaller reporting company: ¨ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨ Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Amount of Amount to be Offering Price Aggregate Registration Title of each class of securities to be registered Registered Per Share(3) Offering Price(3) Fee(4) Shares of common stock(1) 70,562,500 $ 10.00 $ 705,625,000 $ 81,781.94 Warrants to purchase shares of common stock(2) 20,116,667 $ 2.06 $ 41,440,334 $ 4,802.94 Total $ 747,065,334 $ 86,584.88(5) ____________ (1) Relates to common stock, $0.01 par value per share, of the registrant issuable upon a series of mergers involving Conyers Park Acquisition Corp. (“Conyers Park”). The amount of common stock of the registrant to be registered includes 10,062,500 shares of the registrant’s common stock that are expected to be issued to holders of the Class B common stock of Conyers Park. The remaining shares to be registered are expected to be issued to (i) shareholders of Conyers Park Class A common stock immediately prior to the merger of Conyers Park with Conyers Park Parent Merger Sub, Inc. and (ii) shareholders of NCP-ATK Holdings, Inc. (2) Represents shares issuable upon exercise of public warrants issued in connection with Conyers Park’s initial public offering which will become warrants to purchase common stock of the registrant. The offering price per share was determined by taking the average high and low trading price on a given day within five business days of the filing of this registration statement pursuant to Rule 457(c). (3) Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of (i) $10.00 implied price of Conyers Park’s Class A common stock multiplied by (ii) 70,562,500 shares of common stock issuable pursuant to the terms of the transaction contemplated that will be issued to shareholders of Conyers Park and to Atkins Holdings LLC. (4) Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001159. (5) Previously paid in connection with initial filing of this registration statement on April 11, 2017. 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 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED MAY 15, 2017 CONYERS PARK ACQUISITION CORP. 1 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 Dear Conyers Park Acquisition Corp. Stockholders: You are cordially invited to attend the special meeting in lieu of the 2017 annual meeting of stockholders of Conyers Park Acquisition Corp., which is referred to as “Parent,” “Conyers Park” or the “Company,” on , 2017, at , Eastern time, at . This proxy statement/prospectus is dated , 2017 and is first being mailed to stockholders of the Company on or about , 2017. At the special meeting, Conyers Park stockholders will be asked to consider and vote upon a proposal, which is referred to collectively herein as the “Business Combination Proposal” or “Proposal No. 1,” to approve and adopt the Agreement and Plan of Merger, dated as of April 10, 2017, as it may be amended from time to time, which is referred to as the “Merger Agreement,” a copy of which is attached to this proxy statement/ prospectus as Annex A, pursuant to which (a) Conyers Park Parent Merger Sub, Inc. (“Parent Merger Sub”), a wholly-owned subsidiary of The Simply Good Foods Company, a Delaware corporation (“Simply Good Foods”), will merge with and into Parent, with Parent surviving such merger (the “Parent Merger”), and (b) immediately after the Parent Merger, Conyers Park Merger Sub 1, Inc., a wholly-owned subsidiary of Simply Good Foods (“Atkins Merger Sub,” together with Parent Merger Sub, the “Merger Subs”), will merge with and into NCP-ATK Holdings, Inc. (“Atkins”), with Atkins surviving such merger (the “Atkins Merger,” and together with the Parent Merger, the “Business Combination”), as a result of which Parent and Atkins will become wholly-owned subsidiaries of Simply Good Foods. Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate purchase price for the Business Combination and related transactions is expected to be approximately $730,125,000, which amount will be reduced by, among other things, the aggregate amount of funds used to repay certain debt obligations of Atkins as set forth in the Merger Agreement. The consideration to be paid to holders of equity interests in Atkins as of the time immediately after the Business Combination, which is referred
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