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): September 15, 2017
DOUBLE EAGLE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-37552 | N/A |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 2121 Avenue of the Stars, Suite 2300 | |
| Los Angeles, CA | 90067 |
| (Address of principal executive offices) | (Zip Code) |
(310) 209-7280
(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:
| þ | Written communication 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-commencements 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 (§240.12b-230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter.
| þ | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 15, 2017, Double Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), held an extraordinary general meeting (the “Extraordinary General Meeting”) at which its shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “charter”) to extend the date by which the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”) or (ii) cease its operations if it fails to complete such business combination and redeem all of the Company’s Class A ordinary shares (“public shares”), from September 16, 2017 to December 31, 2017 (the “Extension Amendment Proposal”).
Set forth below are the results of the shareholder vote on the Extension Amendment Proposal. There were no broker non-votes.
| Votes For | Votes Against | Abstentions | ||
| 55,803,301 | 174,517 | 20,654 |
| Item 8.01. | Other Events. |
In connection with the Extension Amendment Proposal, public shareholders had the right to elect to redeem all or a portion of their public shares for a per-share price calculated in accordance with the charter. In connection therewith, public shareholders holding 295,671 shares validly elected to redeem their public shares. After giving effect to such redemptions, the balance in the Company’s trust account was approximately $500,650,118.
On September 15, 2017, the Company issued a press release to report the outcome of the Extraordinary General Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibit is furnished as part of this report:
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release. |
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.
| Double Eagle Acquisition Corp. | ||
| By: | /s/ Eli Baker | |
| Dated: September 15, 2017 | Name: Eli Baker | |
| Title: Vice President, General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release. |
Exhibit 99.1
DOUBLE EAGLE ACQUISITION CORP. ANNOUNCES RESULTS OF ITS EXTRAORDINARY GENERAL MEETING
Extension Approved by Double Eagle’s Shareholders Allows for Business Combination to Close by December 31, 2017
LOS ANGELES, CA, September 15, 2017 — Double Eagle Acquisition Corp. (“Double Eagle”) (NASDAQ: EAGL, EAGLU, EAGLW), a special purpose acquisition company, announced today its shareholders have approved an extension of the date by which it must complete a business combination from September 16, 2017 to December 31, 2017 (the “Extension”). Approximately 99.7% of the votes cast, or 89.6% of the then issued and outstanding shares who, being present and entitled to vote at the extraordinary general meeting, voted at the extraordinary general meeting, were voted in favor of the Extension. Holders of 295,671 Class A ordinary shares of the Company validly exercised their redemption rights, resulting in the Company having approximately $500,650,118 in its trust account after giving effect to such redemptions.
Additional Information about the Transaction and Where to Find It
In connection with the proposed business combination with Williams Scotsman International, Inc. (the “Business Combination”), Double Eagle filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC on September 6, 2017, which included a proxy statement/prospectus, that is both the proxy statement to be distributed to holders of Double Eagle’s ordinary shares in connection with Double Eagle’s solicitation of proxies for the vote by Double Eagle’s shareholders with respect to the Business Combination and other matters as may be described in the Registration Statement. After the Registration Statement is declared effective, Double Eagle will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. Double Eagle’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information about Williams Scotsman, Double Eagle and the Business Combination. The definitive proxy statement/prospectus will be mailed to shareholders of Double Eagle as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Double Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, California, Attention: Eli Baker, Vice President, General Counsel and Secretary, (310) 209-7280.
Participants in the Solicitation
Double Eagle and Williams Scotsman and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed Business Combination under the rules of the SEC. A list of the names of those directors and executive officers and a description of their interests in Double Eagle is contained in Double Eagle’s preliminary proxy statement/prospectus included in the Registration Statement, which is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Double Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, California 90067, Attention: Eli Baker, Vice President, General Counsel and Secretary, at (310) 209-7280. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, also will be included in the, the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
About Double Eagle Acquisition Corp.
Double Eagle Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. Double Eagle began trading on NASDAQ in September 2015 and its Class A ordinary shares, units and warrants trade under the ticker symbols EAGL, EAGLU and EAGLW, respectively. Double Eagle is the third NASDAQ-listed special purpose acquisition company sponsored by Jeff Sagansky, CEO, and Harry E. Sloan, founding investor.
About Williams Scotsman
Headquartered in the historic Fells Point area of Baltimore, MD, Williams Scotsman is a specialty rental services market leader providing innovative modular space and portable storage solutions across North America. Williams Scotsman is the modular space supplier of choice for the construction, education, healthcare, government, retail, commercial, transportation, security and energy sectors. With over half a century of innovative history, organic growth and strategic acquisitions, its branch network includes over 90 locations, its fleet is comprised of 76,000 modular space and portable storage units and its customer base has grown to more than 25,000.
Disclaimer
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
| Contacts | |
| For Double Eagle Acquisition Corp: | |
| James A. Graf | |
| Chief Financial Officer | |
| jgraf@geacq.com | |
| 310-209-7280 |