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 15, 2017

Jack Cooper Holdings Corp.
(Exact name of registrant as specified in its charter)

Delaware	 	333‑210698	 	26‑4822446	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	
 
1100 Walnut Street, Suite 2400
 Kansas City, Missouri	 	64106	
(Address of principal executive offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code (816) 983‑4000
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 (see General Instruction A.2. below):
☐    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 240.13e‑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  ☒
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 8.01.        Other Events.
On May 15, 2017, Jack Cooper Enterprises, Inc. (“JCEI”), parent company to Jack Cooper Holdings Corp. (“JCHC”) announced an additional extension of the previously announced cash tender offer (the “JCEI Offer”) to purchase any and all of the JCEI 10.50%/11.25% Senior PIK Toggle Notes due 2019 (the “JCEI Notes”) and exchange offer (the “JCHC Offer” and together with the JCEI Offer, the “Offers”) for any and all of the JCHC 9.25% Senior Secured Notes due 2020 (the “JCHC Notes” and together with the JCEI Notes, the “Existing Notes”) for cash and warrants to purchase shares of non-voting common stock of JCEI. The Offers are now scheduled to expire at 5:00 p.m., New York City time, on Monday, May 22, 2017, unless extended or earlier terminated in accordance with the offer to purchase and offering memorandum (as amended, the “Offering Memorandum”).
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8‑K. This Current Report on Form 8‑K is neither an offer to sell nor a solicitation of offers to buy any securities nor a solicitation of consents. The Offers are being made only pursuant to the Offering Memorandum and the related Consent and Letter of Transmittal. The Offers are being made only persons who (i) certify that they are “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) certify that they are not “U.S. person” and are outside of the United States within the meaning of Regulation S under the Securities Act and are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Item 9.01.     Financial Statements and Exhibits.
(d)    Exhibits
The following exhibit is attached hereto.
99.1       Press release, dated May 15, 2017.

 

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.

 	Jack Cooper Holdings Corp.	
 	 	
Date: May 15, 2017	By:	/s/ Kyle Haulotte	
 	 	Kyle Haulotte	
 	 	Chief Financial Officer	

Exhibit 99.1
Jack Cooper Enterprises, Inc. and Jack Cooper Holdings Corp. Announce Additional Extension of Offers and Continued Discussions with Holders of Existing Notes
ATLANTA, May 15, 2017 -- Jack Cooper Enterprises, Inc. (“JCEI”) and Jack Cooper Holdings Corp. (“JCHC” and, together with JCEI, the “Company”) announced today an additional extension of the previously announced cash tender offer (the “JCEI Offer”) to purchase any and all of the JCEI 10.50%/11.25% Senior PIK Toggle Notes due 2019 (the “JCEI Notes”) and exchange offer (the “JCHC Offer” and together with the JCEI Offer, the “Offers”) for any and all of the JCHC 9.25% Senior Secured Notes due 2020 (the “JCHC Notes” and together with the JCEI Notes, the “Existing Notes”) for cash and warrants to purchase shares of non-voting common stock of JCEI. The Offers are now scheduled to expire at 5:00 p.m., New York City time, on Monday, May 22, 2017, unless extended or earlier terminated in accordance with the offer to purchase and offering memorandum (as amended, the “Offering Memorandum”).
As of 5:00 p.m., New York City time, on May 12, 2017, 51.37% of the JCEI Notes had been validly tendered and not withdrawn, thereby satisfying the JCEI Notes Consent Condition (as defined in the Offering Memorandum). However, as of 5:00 p.m., New York City time, on May 12, 2017, 0.00% of the JCHC Notes had been validly tendered and not withdrawn and, accordingly, the requisite amount of JCHC Notes necessary to satisfy the JCHC Notes Consent Condition (as defined in the Offering Memorandum), had not been validly delivered and not withdrawn. The withdrawal deadlines for the Offers have not been extended.
The Company also announced that it continues to engage in on-going discussions with representatives of an ad hoc group (the “Ad Hoc Group”) of holders of JCHC Notes regarding the terms of the Offers and potential alternative deleveraging transactions. The Ad Hoc Group represents that its members own approximately 85% of the JCHC Notes and approximately 33% of the JCEI Notes (or approximately 68% of the JCEI Notes not previously tendered).
There can be no assurance that the Company will complete the Offers or reach an agreement regarding a potential alternative deleveraging transaction with the Ad Hoc Group.
The Offers, as announced by the Company on April 3, 2017, include related solicitations of consents to amend the JCEI Notes and JCHC Notes and related indentures as described in the Offering Memorandum and to release the collateral securing the JCHC Notes.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to exchange any of the Existing Notes. The Offers are being made pursuant to the offering documents, including the Offering Memorandum and the related consent and letter of transmittal that JCEI and JCHC have distributed to eligible holders of the Existing Notes, as amended by this press release. The Offers are not being made to holders of the Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. None of the Company, the Dealer Manager and Solicitation Agent, the Information Agent, the Tender and Exchange Agent (each as defined in the Offering Memorandum) or their respective affiliates is making any recommendation as to whether or not holders should exchange all or any portion of their Existing Notes in the Offers or deliver consents in the Consent Solicitations.

 

About the Company
The Company is a specialty transportation and other logistics provider and the largest over-the-road finished vehicle logistics company in North America. The Company provides premium asset-heavy and asset-light based solutions to the global new and previously-owned vehicle markets, specializing in finished vehicle transportation and other logistics services for major automotive original equipment manufacturers and for fleet ownership companies, remarketers, dealers and auctions.
Forward-Looking Statements
Statements made in this news release which describe the Company’s intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by, or including the words “believes,” “expects,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” or similar expressions. Examples of forward-looking statements in this news release are statements about the expected size and timing of the Offers. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and the Company’s actual results could differ materially from those expressed or implied in such statements. The Company does not intend, and it disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements include, among other things the risks described under the caption “Risk Factors” in JCHC’s Annual Report for the year ended December 31, 2016.