Toggle SGML Header (+)


Section 1: SC 13G (SC 13G)

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

 

SCHEDULE 13G

 

(Amendment No. )*

 

Under the Securities Exchange Act of 1934

 

Collier Creek Holdings

(Name of Issuer)

 

  Class A Ordinary Shares, par value $0.0001 per share 

(Titles of Class of Securities)

 

G22707106

(CUSIP Number)

 

December 31, 2018  

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

  

CUSIP No. G22707106 Schedule 13G  

1

NAME OF REPORTING PERSON

 

 

Collier Creek Partners LLC 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

- 0 -
6 SHARED VOTING POWER

11,680,000 (1)(2)(3)
7

SOLE DISPOSITIVE POWER

 

- 0 -

 

8 SHARED DISPOSITIVE POWER

11,680,000 (1)(2)(3)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,680,000 (1)(2)(3) 
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

20.9% (4)
12

TYPE OF REPORTING PERSON

 


OO

 

           

(1) The securities are held directly by Collier Creek Partners LLC (“Collier Creek”) and indirectly by Chinh E. Chu, Roger K. Deromedi and Jason K. Giordano, who are the managers of Collier Creek and share voting and dispositive power over the securities held directly by Collier Creek. As a result, each of Messrs. Chu, Deromedi and Giordano may be deemed to have or share beneficial ownership of the securities held directly by Collier Creek. Each of Messrs. Chu, Deromedi and Giordano disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

 

(2) Collier Creek owns 11,680,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer’s Class A Ordinary Shares as described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-227295 and 333-227703) and have no expiration date.

 

(3) Excludes 7,200,000 Class A Ordinary Shares issuable upon the exercise of 7,200,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of October 10, 2019 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-227295 and 333-227703).

 

(4) Based on 44,000,000 Class A Ordinary Shares and 11,875,000 Class B Ordinary Shares outstanding as of November 16, 2018, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 16, 2018.

 

 

 

 

CUSIP No. G22707106 Schedule 13G  

1

NAME OF REPORTING PERSON

 

 

Chinh E. Chu 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

- 0 -
6 SHARED VOTING POWER

11,680,000 (1)(2)(3)
7

SOLE DISPOSITIVE POWER

 

- 0 -

 

8 SHARED DISPOSITIVE POWER

11,680,000 (1)(2)(3)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,680,000 (1)(2)(3)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

20.9% (4)
12

TYPE OF REPORTING PERSON

 


IN

 

           

(1) The securities are held directly by Collier Creek Partners LLC (“Collier Creek”) and indirectly by Chinh E. Chu, Roger K. Deromedi and Jason K. Giordano, who are the managers of Collier Creek and share voting and dispositive power over the securities held directly by Collier Creek. As a result, each of Messrs. Chu, Deromedi and Giordano may be deemed to have or share beneficial ownership of the securities held directly by Collier Creek. Each of Messrs. Chu, Deromedi and Giordano disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

 

(2) Collier Creek owns 11,680,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer’s Class A Ordinary Shares as described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-227295 and 333-227703) and have no expiration date.

 

(3) Excludes 7,200,000 Class A Ordinary Shares issuable upon the exercise of 7,200,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of October 10, 2019 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-227295 and 333-227703).

 

(4) Based on 44,000,000 Class A Ordinary Shares and 11,875,000 Class B Ordinary Shares outstanding as of November 16, 2018, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 16, 2018.

 

 

 

  

CUSIP No. G22707106 Schedule 13G  

1

NAME OF REPORTING PERSON

 

 

Roger K. Deromedi

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

- 0 -
6 SHARED VOTING POWER

11,680,000 (1)(2)(3)
7

SOLE DISPOSITIVE POWER

 

- 0 -

 

8 SHARED DISPOSITIVE POWER

11,680,000 (1)(2)(3)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,680,000 (1)(2)(3)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

20.9% (4)
12

TYPE OF REPORTING PERSON

 


IN

 

           

(1) The securities are held directly by Collier Creek Partners LLC (“Collier Creek”) and indirectly by Chinh E. Chu, Roger K. Deromedi and Jason K. Giordano, who are the managers of Collier Creek and share voting and dispositive power over the securities held directly by Collier Creek. As a result, each of Messrs. Chu, Deromedi and Giordano may be deemed to have or share beneficial ownership of the securities held directly by Collier Creek. Each of Messrs. Chu, Deromedi and Giordano disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

 

(2) Collier Creek owns 11,680,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer’s Class A Ordinary Shares as described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-227295 and 333-227703) and have no expiration date.

 

(3) Excludes 7,200,000 Class A Ordinary Shares issuable upon the exercise of 7,200,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of October 10, 2019 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-227295 and 333-227703).

 

(4) Based on 44,000,000 Class A Ordinary Shares and 11,875,000 Class B Ordinary Shares outstanding as of November 16, 2018, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 16, 2018.

 

 

 

  

CUSIP No. G22707106 Schedule 13G  

1

NAME OF REPORTING PERSON

 

 

Jason K. Giordano

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

- 0 -
6 SHARED VOTING POWER

11,680,000 (1)(2)(3)
7

SOLE DISPOSITIVE POWER

 

- 0 -

 

8 SHARED DISPOSITIVE POWER

11,680,000 (1)(2)(3)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,680,000 (1)(2)(3)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

20.9% (4)
12

TYPE OF REPORTING PERSON

 


IN

 

           

(1) The securities are held directly by Collier Creek Partners LLC (“Collier Creek”) and indirectly by Chinh E. Chu, Roger K. Deromedi and Jason K. Giordano, who are the managers of Collier Creek and share voting and dispositive power over the securities held directly by Collier Creek. As a result, each of Messrs. Chu, Deromedi and Giordano may be deemed to have or share beneficial ownership of the securities held directly by Collier Creek. Each of Messrs. Chu, Deromedi and Giordano disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

 

(2) Collier Creek owns 11,680,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer’s Class A Ordinary Shares as described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-227295 and 333-227703) and have no expiration date.

 

(3) Excludes 7,200,000 Class A Ordinary Shares issuable upon the exercise of 7,200,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of October 10, 2019 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-227295 and 333-227703).

 

(4) Based on 44,000,000 Class A Ordinary Shares and 11,875,000 Class B Ordinary Shares outstanding as of November 16, 2018, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 16, 2018.

 

 

Item 1(a). Name of Issuer:

 

Collier Creek Holdings

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

200 Park Avenue, 58th Floor

New York, New York 10166

 

Item 2(a). Name of Person Filing:

 

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1.Collier Creek Partners LLC
2.Chinh E. Chu
3.Roger K. Deromedi
4.Jason K. Giordano

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

The principal business address of each of the Reporting Persons is as follows:

 

200 Park Avenue, 58th Floor

New York, New York 10166

 

Item 2(c). Citizenship:

 

See responses to Item 4 on each cover page.

 

Item 2(d). Titles of Classes of Securities:

 

Class A Ordinary Shares, par value $0.0001 per share.

 

Item 2(e). CUSIP Number:

 

G22707106

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),

Check Whether the Person Filing is a(n):

 

  (a) ¨ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
       
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
       
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ¨ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
       
  (f) ¨ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
       
  (g) ¨ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
       
  (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
       
  (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

 

 

 

  (j) ¨ Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
       
  (k) ¨ Group in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .
 

 Item 4. Ownership 

 

  (a) Amount beneficially owned:

 

See responses to Item 9 on each cover page.

 

  (b) Percent of class:

 

See responses to Item 11 on each cover page.

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:

 

See responses to Item 5 on each cover page.

 

  (ii) Shared power to vote or to direct the vote:

 

See responses to Item 6 on each cover page.

 

  (iii) Sole power to dispose or to direct the disposition of:

 

See responses to Item 7 on each cover page.

 

  (iv) Shared power to dispose or to direct the disposition of:

 

See responses to Item 8 on each cover page.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. 

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

 

 

 

Item 10. Certification.  

 

Not Applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 13, 2019

 

 

Collier Creek Partners LLC

 

 

By: /s/ Jason K. Giordano

  Name: Jason K. Giordano
  Title: Manager
     
 

 

Chinh E. Chu

   
 

 

By: /s/ Chinh E. Chu

  Name: Chinh E. Chu
     
 

 

Roger K. Deromedi

   
 

 

By: /s/ Roger K. Deromedi

  Name:  Roger K. Deromedi
     
 

 

Jason K. Giordano

   
 

 

By: /s/ Jason K. Giordano

  Name: Jason K. Giordano

 

 

 

 

Exhibit Index

 

Exhibit No.   Description
Exhibit 1   Joint Filing Agreement, dated as of  February 13, 2019, by and among Collier Creek Partners LLC, Chinh E. Chu, Roger K. Deromedi and Jason K. Giordano.

 

 

(Back To Top)

Section 2: EX-1 (EXHIBIT 1)

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

This joint filing agreement (this “Agreement”) is made and entered into as of this 13th day of February 2019, by and among Collier Creek Partners LLC, Chinh E. Chu, Roger K. Deromedi and Jason K. Giordano.

 

The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Class A Ordinary Shares, $0.0001 par value per share, of Collier Creek Holdings is filed on behalf of each of the parties to this Agreement and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The parties to this Agreement acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. 

 

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

[Signature Page Follows]

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

 

 

Collier Creek Partners LLC

 

 

By: /s/ Jason K. Giordano

  Name: Jason K. Giordano
  Title: Manager
     
 

 

Chinh E. Chu

   
 

 

By: /s/ Chinh E. Chu

  Name: Chinh E. Chu
     
 

 

Roger K. Deromedi

   
 

 

By: /s/ Roger K. Deromedi

  Name: Roger K. Deromedi
     
 

 

Jason K. Giordano

   
 

 

By: /s/ Jason K. Giordano

  Name: Jason K. Giordano

 

 

 

(Back To Top)