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): June 5, 2020
COLLIER CREEK
HOLDINGS
(Exact name
of registrant as specified in its charter)
Cayman Islands
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001-38686
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98-1425274
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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200 Park Avenue, 58th Floor
New York, NY 10166
(Address of principal executive offices, including zip code)
(212) 355-5515
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
x
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A ordinary share and one-third of one redeemable Warrant to purchase one Class A ordinary share
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CCH.U
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New York Stock Exchange
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Class A ordinary shares, par value $0.0001 per share
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CCH
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New York Stock Exchange
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Warrants, each exercisable for one Class A ordinary share for $11.50 per share
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CCH WS
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New York Stock Exchange
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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 ☒
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 7.01
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Regulation FD Disclosure.
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On June 5, 2020,
Collier Creek Holdings (“Collier Creek”) held a previously announced joint
conference call (the “Conference Call”) with Utz Brands Holdings, LLC (“Utz”)
to discuss the proposed business combination (the “Business Combination”) between
Collier Creek and Utz.
Attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a transcript of the Conference Call.
A copy of the Business Combination Agreement (as it may be amended, supplemented or otherwise
modified from time to time, the “Business Combination Agreement”), by and among Collier Creek, Utz and Series U of
UM Partners, LLC and Series R of UM Partners, LLC, related to the Business Combination was attached as Exhibit 2.1 to Collier
Creek’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 5, 2020.
The foregoing
(including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18
of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act.
The information
included under Item 7.01 above is incorporated herein by reference.
Additional Information
Collier Creek
intends to file a registration statement with the SEC which will include a preliminary proxy statement and preliminary prospectus
of Collier Creek in connection with the proposed Business Combination and, after the registration statement is declared effective,
will mail a proxy statement/prospectus and other relevant documents to its shareholders. Collier Creek’s shareholders
and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, any amendments thereto,
and the definitive proxy statement/prospectus in connection with Collier Creek’s solicitation of proxies for the special
meeting to be held to approve the Business Combination as these materials will contain important information about Utz and Collier
Creek and the proposed Business Combination. The definitive proxy statement/prospectus will be mailed to the shareholders
of Collier Creek as of a record date to be established for voting on the Business Combination. Such shareholders will also be able
to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at http://www.sec.gov, or by
directing a request to: Collier Creek Holdings, 200 Park Avenue, 58th Floor, New York, NY 10166, attention: Bradford Williams (williams@cc.capital).
Participants in the Solicitation
Collier
Creek, Utz and their respective directors, executive officers, other members of management, and employees, under SEC rules, may
be deemed to be participants in the solicitation of proxies of Collier Creek’s shareholders in connection with the Business
Combination. Investors and security holders may obtain more detailed information regarding the names and interests in
the Business Combination of Collier Creek’s directors and officers in Collier Creek’s filings with the SEC, including
Collier Creek’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with
the SEC on March 12, 2020, and such information and names of Utz’s directors and executive officers will also be in the
Registration Statement on Form S-4 to be filed with the SEC by Collier Creek, which will include the proxy statement/prospectus
of Collier Creek for the Business Combination. Shareholders can obtain copies of Collier Creek’s filings with the
SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Collier Creek Holdings, 200 Park
Avenue, 58th Floor, New York, NY 10166, attention: Bradford Williams (williams@cc.capital).
No Offer or Solicitation
This communication
is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or
buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall
there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in
accordance with applicable law.
Forward Looking Statements
This
Current Report includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. Collier Creek’s and Utz’s actual results may differ from
their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation,
Collier Creek’s and Utz’s expectations with respect to future performance and anticipated financial impacts of the
proposed Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion
of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these factors are outside Collier Creek’s and Utz’s
control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence
of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the
outcome of any legal proceedings that may be instituted against Collier Creek and Utz following the announcement of the Business
Combination Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination,
including due to failure to obtain approval of the shareholders of Collier Creek or other conditions to closing in the Business
Combination Agreement; (4) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement or could otherwise cause the Business Combination to fail to close; (5) the amount of
redemption requests made by Collier Creek’s shareholders; (6) the inability to obtain or maintain the listing of the
post-business combination company’s common stock on the New York Stock Exchange following the proposed Business Combination;
(7) the risk that the proposed Business Combination disrupts current plans and operations; (8) the ability to recognize
the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability
of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the proposed
Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that Utz or the combined company
may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties
indicated from time to time in the proxy statement/prospectus relating to the proposed Business Combination, including those included
in the section “Risk Factors”, and in Collier Creek’s other filings with the SEC. Some of these risks and uncertainties
may in the future be amplified by the COVID-19 outbreak and there may be additional risks that Collier Creek considers immaterial
or which are unknown. It is not possible to predict or identify all such risks. Collier Creek cautions that the foregoing list
of factors is not exclusive. Collier Creek cautions readers not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Collier Creek does not undertake or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions
or circumstances on which any such statement is based, except as otherwise required by law.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
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.
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COLLIER CREEK HOLDINGS
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Date: June 5, 2020
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By:
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/s/ Jason K. Giordano
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Name: Jason K. Giordano
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Title: Co-Executive Chairman
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