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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cision Ltd | NYSE:CISN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.99 | 0 | 01:00:00 |
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Transaction Valuation
(1)
|
| |
Amount of Filing Fee
(2)
|
| |||
$62,842,500 | | | | $ | 7,823.89 | | |
|
| Amount Previously Paid: $9,699.18 | | | Filing Party: Cision Ltd. | |
| Form or Registration No.: Form S-4 (Registration No. 333-224306) | | | Date Filed: April 17, 2018 | |
Name
|
| |
Position
|
|
Kevin Akeroyd | | | President, Chief Executive Officer and Director | |
Mark M. Anderson | | | Director | |
Philip A. Canfield | | | Director | |
L. Dyson Dryden | | | Director | |
Mark D. Ein | | | Director | |
Stephen P. Master | | | Director | |
Stuart Yarbrough | | | Director | |
Jack Pearlstein | | | Executive Vice President and Chief Financial Officer | |
Whitney Benner | | | Chief Human Resources Officer | |
Yujie Chen | | | President, Asia-Pacific | |
Robert Coppola | | | Chief Information Officer | |
Jason Edelboim | | | President, Americas | |
Chris Lynch | | | Chief Marketing Officer | |
Rainer Mathes | | | President, Cision Insights | |
Michael Piispanen | | | Chief Process and Operations Officer | |
Abe Smith | | | President, EMEA | |
Steve Solomon | | | Chief Accounting Officer | |
| CISION LTD. AND ITS SUBSIDIARIES | | | | | | | |
| Unaudited Financial Statements | | | |||||
|
Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017
|
| | | | F-3 | | |
|
Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017
|
| | | | F-4 | | |
|
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017
|
| | | | F-5 | | |
|
Notes to Unaudited Condensed Financial Statements
|
| | | | F-6 | | |
| Audited Financial Statements | | | | | | | |
|
Report of Independent Registered Public Accounting Firm
|
| | | | F-23 | | |
|
Balance Sheets as of December 31, 2017 and 2016
|
| | | | F-24 | | |
|
Consolidated statements of operations and comprehensive loss for the years ended
December 31, 2017, 2016 and 2015 |
| | | | F-25 | | |
|
Consolidated statements of mandatorily redeemable equity and stockholders’ equity (deficit) for the years ended December 31, 2017, 2016 and 2015
|
| | | | F-26 | | |
|
Consolidated statements of cash flows for the years ended December 31, 2017, 2016 and 2015
|
| | | | F-27 | | |
|
Notes to consolidated financial statements
|
| | | | F-29 | | |
| CAPITOL ACQUISITION CORP. III | | | |||||
| Audited Financial Statements | | | |||||
|
Report of Independent Registered Public Accounting Firm
|
| | | | F-62 | | |
|
Balance Sheets as of December 31, 2016 and 2015
|
| | | | F-63 | | |
|
Statements of Operations for the year ended December 31, 2016 and for the Period from
July 13, 2015 (inception) through December 31, 2015 |
| | | | F-64 | | |
|
Statement of Changes in Stockholders’ Equity for the year ended December 31, 2016 and for the Period from July 13, 2015 (inception) through December 31, 2015
|
| | | | F-65 | | |
|
Statements of Cash Flows for the year ended December 31, 2016 and for the Period from July 13,
2015 (inception) through December 31, 2015 |
| | | | F-66 | | |
|
Notes to Financial Statements
|
| | | | F-67 | | |
| PRN GROUP | | | | | | | |
| Unaudited Financial Statements | | | | | | | |
|
Condensed Combined Balance Sheets as of March 31, 2016 and December 31, 2015
|
| | | | F-75 | | |
|
Condensed Combined Statements of Operations for the period ended March 31, 2016 and 2015
|
| | | | F-76 | | |
|
Condensed Combined Statements of Comprehensive Income for the period ended March 31, 2016 and 2015
|
| | | | F-77 | | |
|
Condensed Combined Statements of Cash Flows for the period ended March 31, 2016 and 2015
|
| | | | F-78 | | |
|
Notes to Condensed Combined Financial Statements
|
| | | | F-79 | | |
| Audited Financial Statements | | | | | | | |
|
Report of Independent Auditors
|
| | | | F-89 | | |
|
Combined Balance Sheets as of December 31, 2015 and 2014
|
| | | | F-90 | | |
|
Combined Statements of Operations for the years ended December 31, 2015 and 2014
|
| | | | F-91 | | |
|
Combined Statements of Comprehensive Income for the years ended December 31, 2015 and 2014
|
| | | | F-92 | | |
|
Combined Statements of Cash Flows for the years ended December 31, 2015 and 2014
|
| | | | F-93 | | |
|
Combined Statements of Stockholders’ Deficit
|
| | | | F-94 | | |
|
Notes to Combined Financial Statements
|
| | | | F-95 | | |
|
Report of Independent Auditors
|
| | | | F-114 | | |
|
Combined Balance Sheets as of December 31, 2014 and 2013
|
| | | | F-115 | | |
|
Combined Statements of Operations for the years ended December 31, 2014 and 2013
|
| | | | F-116 | | |
|
Combined Statements of Comprehensive Income for the years ended December 31, 2014 and 2013
|
| | | | F-117 | | |
|
Combined Statements of Cash Flows for the years ended December 31, 2014 and 2013
|
| | | | F-118 | | |
|
Combined Statements of Stockholders’ Deficit
|
| | | | F-119 | | |
|
Notes to Combined Financial Statements
|
| | | | F-120 | | |
Exhibit No.
|
| |
Description
|
| |
Included
|
| |
Form
|
| |
Filing Date
|
|
(a)(1)(A) | | | Prospectus/Offer to Exchange | | |
By Reference
|
| |
S-4/A
|
| |
May 9, 2018
|
|
(a)(1)(B) | | |
Form of Letter of Transmittal and Consent
|
| |
By Reference
|
| |
S-4
|
| |
April 17, 2018
|
|
(a)(1)(C) | | | Form of Notice of Guaranteed Delivery | | |
By Reference
|
| |
S-4
|
| |
April 17, 2018
|
|
(a)(1)(D) | | | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | | |
By Reference
|
| |
S-4
|
| |
April 17, 2018
|
|
(a)(1)(E) | | | Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | | |
By Reference
|
| |
S-4
|
| |
April 17, 2018
|
|
(a)(2) | | | Not applicable | | |
—
|
| |
—
|
| |
—
|
|
(a)(3) | | | Not applicable | | |
—
|
| |
—
|
| |
—
|
|
(a)(4) | | | Prospectus/Offer to Exchange (incorporated by reference to Exhibit (a)(1)(A)) | | |
By Reference
|
| |
10-K
|
| |
March 13, 2018
|
|
(a)(5) | | | Press Release, dated April 17, 2018 | | |
By Reference
|
| |
8-K
|
| |
April 17, 2018
|
|
(a)(6) | | | Press Release, dated May 9, 2018 | | |
By Reference
|
| |
8-K
|
| |
May 9, 2018
|
|
(b) | | | Not applicable | | | | | ||||||
(d)(i) | | | Amended and Restated Memorandum and Articles of Association of Cision Ltd. | | |
By Reference
|
| |
8-K
|
| |
July 6, 2017
|
|
(d)(ii) | | | Amended and Restated Warrant Agreement, dated as of October 17, 2017, between Continental Stock Transfer & Trust Company and Cision Ltd. | | |
By Reference
|
| |
10-K
|
| |
March 13, 2018
|
|
(d)(iii) | | | Registration Rights Agreement between Cision Ltd. and certain holders identified therein | | |
By Reference
|
| |
8-K
|
| |
July 6, 2017
|
|
(d)(iv) | | | Director Nomination Agreement between Cision Ltd., Canyon Holdings (Cayman), L.P. and the other parties named therein | | |
By Reference
|
| |
8-K
|
| |
July 6, 2017
|
|
(d)(v) | | | 2017 Omnibus Incentive Agreement† | | |
By Reference
|
| |
S-4/A
|
| |
June 14, 2017
|
|
Exhibit No.
|
| |
Description
|
| |
Included
|
| |
Form
|
| |
Filing Date
|
|
(d)(vi) | | | Form of Non-Equity Incentive Plan† | | |
By Reference
|
| |
S-4/A
|
| |
May 15, 2017
|
|
(d)(vii) | | | Form of Director Indemnification Agreement (Affiliates of Canyon Holdings (Cayman), L.P.)† | | |
By Reference
|
| |
8-K
|
| |
July 6, 2017
|
|
(d)(viii) | | | Form of Director Indemnification Agreement (Affiliates of Capitol Acquisition Management 3 LLC and Capitol Acquisition Founder 3 LLC)† | | |
By Reference
|
| |
8-K
|
| |
July 6, 2017
|
|
(d)(ix) | | | Form of Director and Officer Indemnification Agreement (Officers and Independent Directors)† | | |
By Reference
|
| |
8-K
|
| |
July 6, 2017
|
|
(d)(x) | | | First Lien Credit Agreement | | |
By Reference
|
| |
S-4/A
|
| |
May 15, 2017
|
|
(d)(xi) | | | Amendment to First Lien Credit Agreement | | |
By Reference
|
| |
S-4/A
|
| |
May 15, 2017
|
|
(d)(xii) | | | Support Agreement | | |
By Reference
|
| |
S-4/A
|
| |
May 15, 2017
|
|
(d)(xiii) | | | Employment Agreement between Cision U.S. Inc. and Kevin Akeroyd† | | |
By Reference
|
| |
8-K
|
| |
July 6, 2017
|
|
(d)(xiv) | | | Employment Agreement between Cision U.S. Inc. and Jack Pearlstein† | | |
By Reference
|
| |
8-K
|
| |
July 6, 2017
|
|
(d)(xv) | | | Office Lease between Cision U.S. Inc. and BFPRU I, LLC† | | |
By Reference
|
| |
8-K
|
| |
July 6, 2017
|
|
(d)(xvi) | | | Refinancing Amendment and Incremental Facility Amendment | | |
By Reference
|
| |
8-K
|
| |
August 7, 2017
|
|
(d)(xvii) | | | Form of Restricted Stock Unit Agreement pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan† | | |
By Reference
|
| |
10-Q
|
| |
November 9, 2017
|
|
(d)(xviii) | | | Form of Nonqualified Stock Option Agreement pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan† | | |
By Reference
|
| |
10-Q
|
| |
November 9, 2017
|
|
(d)(xix) | | | Incremental Facility Amendment to First Lien Credit Agreement | | |
By Reference
|
| |
8-K
|
| |
December 20, 2017
|
|
(d)(xx) | | | Repricing Amendment to First Lien Credit Agreement. | | |
By Reference
|
| |
8-K
|
| |
February 8, 2017
|
|
(g) | | | Not applicable | | |
—
|
| |
—
|
| |
—
|
|
(h) | | | Opinion of Kirkland & Ellis LLP regarding certain U.S. tax matters | | |
By Reference
|
| |
S-4
|
| |
April 17, 2018
|
|
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