EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “
Post-Effective Amendment
”) relates to the Registration Statement of ClubCorp Holdings, Inc. (the “
Company
”) on Form S-8 (Registration No. 333-191335), filed with the Securities and Exchange Commission (the “
SEC
”) on September 24, 2013 (the “
Registration Statement
”), which registered the offering of 4,000,000 shares of common stock, par value $0.01 per share (“
Common Stock
”), pursuant to the terms of the Company’s Amended and Restated 2012 Stock Award Plan.
On September 18, 2017, pursuant to the Agreement and Plan of Merger, dated as of July 9, 2017 (the “
Merger Agreement
”), by and among the Company, Constellation Merger Sub Inc., a Nevada corporation (“
Merger Sub
”), and Constellation Club Parent, Inc., a Delaware corporation (“Parent”), Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the “
Merger
”). As a result of the Merger, the Company has terminated all offerings of its Common Stock pursuant to its existing registration statements, including the Registration Statement.
In connection with the Merger and other transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof, if any.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this 19
th
day of September, 2017.
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CLUBCORP HOLDINGS, INC.
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By:
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/s/ Eric L. Affeldt
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Name:
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Eric L. Affeldt
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Title:
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Chief Executive Officer
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No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.