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 1518, 2017

ClubCorp Holdings, Inc.

(Exact name of registrant as specified in its charter)



Nevada	001-36074	20-5818205
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of incorporation)		Identification No.)



3030 LBJ Freeway, Suite 600 Dallas, Texas		75234
(Address of Principal Executive Offices)		(Zip Code)

(972) 243-6191

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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A2):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 o

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. o

This Current Report on Form 8-K (this “Form 8-K”) is filed by ClubCorp Holdings, Inc., a Nevada corporation (which we may refer to as “we,” “us,” “our” or the “Company”), in connection with the matters described herein.

~~Item~~Introduction ~~5.07. Submission of Matters to a Vote of Security Holders.~~

WeAs ~~held~~previously adisclosed ~~special~~on ~~meeting~~July of9, ~~stockholders~~2017 in the Current Report on ~~September~~Form ~~15,~~8-K ~~2017~~filed with the Securities and Exchange Commission (the “~~Special Meeting~~SEC”)~~. The~~ ~~matters~~by ~~that~~the ~~were~~Company, ~~submitted~~the toCompany ~~our~~is ~~stockholders~~party ~~for~~an ~~approval~~Agreement atand Plan of Merger dated as of July 9, 2017 (the ~~Special~~“Merger ~~Meeting~~Agreement”) by and ~~the~~among ~~voting~~Constellation ~~results~~Club ~~with~~Parent, ~~respect~~Inc., toa ~~each~~Delaware ~~matter~~corporation ~~are~~(“Parent”), ~~set~~Constellation ~~forth~~Merger ~~below~~Sub Inc., ~~The~~a ~~proposals~~Nevada ~~related~~corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to ~~each~~which, ~~matter~~on ~~are~~September ~~described~~18, in2017 ~~detail~~(the in“Closing ~~our~~Date”), ~~definitive~~Merger ~~Proxy~~Sub ~~Statement~~merged ~~filed~~with and into the Company, with the ~~Securities~~Company ~~and~~surviving ~~Exchange~~as ~~Commission~~a onwholly ~~August~~owned 8,subsidiary ~~2017~~of Parent (the “Merger”).

~~1. Approval~~Item ~~of Merger Agreement~~2. ~~The~~01. ~~Agreement~~Completion ~~and Plan~~ of ~~Merger,~~Acquisition ~~dated~~or asDisposition of July 9, 2017, as it may be amended or modified from time to time, among ClubCorp Holdings, Inc., Constellation Club Parent, Inc. (“Parent”), and Constellation Merger Sub Inc. (“Merger Sub”) (the “Merger Agreement”) was approved. Voting results were as follows:Assets

For		Against		Abstain		Broker Non-Votes
52,324,354		74,484		214,248		—

On the Closing Date, Parent completed the acquisition of the Company through the Merger. At the effective time of the Merger (the “Effective Time”), each share (a “Share”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, and in each case not held on behalf of third parties, (ii) Shares owned by the Company, including Shares held in treasury by the Company, and in each case not held in a fiduciary capacity on behalf of third parties and (iii) Shares owned by any direct or indirect wholly owned subsidiary of the Company (which Shares shall remain outstanding, except that the number of such Shares owned by such subsidiaries may be adjusted following the Merger to maintain relative ownership percentages) (the “Excluded Shares”)) was converted into the right to receive $17.12 per Share in cash, without interest and subject to tax withholding (the “Merger Consideration”).

~~2. Advisory~~The ~~Vote~~aggregate onconsideration ~~Named~~paid ~~Executive~~by ~~Officer~~Parent in the Merger~~-Related~~ ~~Compensation. The~~to ~~non-binding~~the ~~advisory~~Company’s ~~vote~~stockholders onwas ~~certain~~approximately ~~compensation~~$1,123 ~~that~~million. ~~will~~The orsource ~~may~~of ~~become~~the ~~payable~~funds tofor the ~~named~~consideration ~~executive~~paid ~~officers~~by ofParent ~~ClubCorp~~in ~~Holdings,~~the ~~Inc.~~Merger inwas ~~connection~~a ~~with~~combination ~~the~~of ~~merger~~equity ~~contemplated~~contributions from funds managed by ~~the~~affiliates ~~Merger~~of ~~Agreement~~Apollo ~~was~~Global ~~approved. Voting~~Management, ~~results~~LLC ~~were~~and certain other investors, as ~~follows:~~well as proceeds from debt financing.

For		Against		Abstain		Broker Non-Votes
26,970,189		25,351,972		290,925		—

The description of the Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 9, 2017, and is incorporated by reference into this Item 2.01.

~~The~~A ~~vote~~copy toof ~~approve~~the ~~such~~press ~~compensation~~release ~~was~~issued ~~advisory~~by ~~only and~~ the ~~result~~Company ison ~~not~~the ~~binding~~Closing onDate announcing the ~~Company~~completion orof ~~Parent~~the ~~and~~acquisition is ~~not~~filed aherewith ~~condition~~as toExhibit ~~consummation~~99.1 ofand ~~the~~is ~~merger~~incorporated ~~contemplated~~ by ~~the~~reference ~~Merger~~into ~~Agreement~~this Item 2.01.

InItem 3.01. ~~connection~~Notice ~~with the Special Meeting, the Company also solicited proxies with respect to the adjournment~~ of ~~the~~Delisting ~~Special~~or ~~Meeting~~Failure to ~~for~~Satisfy ~~the~~a ~~purpose~~Continued ofListing ~~soliciting~~Rule ~~additional~~or ~~proxies~~Standard; inTransfer ~~favor~~ of ~~the proposal to approve the Merger Agreement if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement~~Listing. ~~Because~~ there were sufficient votes from the Company’s stockholders to approve the proposal to approve the Merger Agreement, adjournment of the Special Meeting was unnecessary and the proposal to adjourn the Special Meeting was not called.

In connection with the closing of the Merger, the Company notified the New York Stock Exchange (“NYSE”) on the Closing Date that the articles of merger relating to the Merger had been filed with the State of Nevada and that, at the Effective Time, each outstanding Share (other than the Excluded Shares) was converted into the right to receive $17.12 per Share in cash. The Company requested that the NYSE delist its Common Stock on September 19, 2017, and as a result, trading of the Common Stock on the NYSE will be suspended prior to the opening of the NYSE on September 19, 2017. The Company also requested the NYSE to file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of its Common Stock from the NYSE and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the Securities and Exchange Commission a Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introduction and under Item 2.01 of this Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Company.

The information set forth under Item 2.01 of this Form 8-K is hereby incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, a change in control of the Company occurred. Following the consummation of the Merger, the Company became a wholly owned subsidiary of Parent.

The aggregate consideration paid by Parent in the Merger to the Company’s stockholders was approximately $1,123 million. The source of the funds for the consideration paid by Parent in the Merger was a combination of equity contributions from funds managed by affiliates of Apollo Global Management, LLC and certain other investors, as well as proceeds from debt financing.

The description of the Merger and the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 9, 2017, and is hereby incorporated by reference into this Item 5.01.

On September 18, 2017, in accordance with the Company’s bylaws and Sections 78.320 and 78.335 of the Nevada Revised Statutes, following the effectiveness of the Merger, (i) all of the directors serving on the Board of Directors of the Company (the “Board”) were removed without cause and (ii) Parent, the sole stockholder of the Company, elected Mark A. Burnett and Ingrid J. Keiser to the Board as directors of the Company, effective immediately.

Mark A. Burnett has served as the Company’s President since July 2016 and as Chief Operating Officer since October 2013. He previously served as Executive Vice President of Golf & Country Clubs from December 2006 to October 2013. From December 2004 to December 2006, Mr. Burnett was the owner and operator of a multi-unit territory of Five Guys Enterprises, LLC franchises. Prior to that, he served as chief operating officer for American Golf Corporation from January 2000 to December 2004. Mr. Burnett previously served as president and chief executive officer from June 1998 to December 1999 and chief operating officer from September 1996 to June 1998 for KSL Fairways Golf Corporation, and as vice president of operations for Golf Enterprises, Inc. from January 1993 to August 1996. Mr. Burnett holds a B.S. in business management from Indiana University.

Ingrid J. Keiser has served as the Company’s General Counsel, Secretary, and Executive Vice President of People Strategy since July 2008 and previously as Chief Legal Officer from July 2007 to July 2008. Prior to that, Ms. Keiser served as an attorney at American Airlines from August 2004 to July 2007. She previously served as assistant general counsel and assistant secretary for Vail Resorts, Inc. from January 1997 to August 2004, and as senior counsel and secretary for Ralston Resorts, Inc. (formerly known as Keystone Resorts Management, Inc.) from May 1992 to January 1997 and as associate counsel from May 1989 to May 1992. Ms. Keiser holds a J.D. from the University of Wisconsin Law School, and a B.A. in international relations from University of California at Davis.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors

The information in connection with the removal and election of directors set forth under Item 5.01 of this Form 8-K is hereby incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Effective Time, the Company’s articles of incorporation, as in effect immediately prior to the Merger, was amended and restated to be in substantially the form of the articles of incorporation set forth as Exhibit A-1 to the Merger Agreement (the “Second Amended and Restated Articles of Incorporation”). In addition, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Merger, were amended and restated to be in substantially the form of the bylaws set forth as Exhibit A-2 to the Merger Agreement (the “Amended and Restated Bylaws”). Copies of the Second Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

On ~~September~~the ~~15,~~Closing ~~2017~~Date, the Company and the Parent issued a joint press release announcing the ~~results~~closing of the ~~Special~~Merger. ~~Meeting,~~A ~~which~~copy isof ~~attached~~the ~~hereto~~press release is furnished as Exhibit 99.1 ~~and incorporated herein by reference~~hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1	*	Press Release of ClubCorp Holdings, Inc., dated September 15, 2017
2.1		Agreement and Plan of Merger, dated as of July 9, 2017, by and among the Company, Constellation Club Parent, Inc. and Constellation Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on July 9, 2017)
3.1		Second Amended and Restated Articles of Incorporation of the Company
3.2		Amended and Restated By-Laws of the Company
99.1		Joint Press Release of the Company and Apollo Global Management LLC dated September 18, 2017

* Filed herewith

Forward Looking Statements

This Current Report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to the proposed transaction and the merger (the “Merger”) of Merger Sub with and into the Company on the terms and subject to the conditions set forth in the Merger Agreement, the benefits of the proposed transaction and the anticipated timing of the proposed transaction. Forward-looking statements can be generally identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue” or similar terminology. These statements reflect only the Company’s current expectations and are not guarantees of

future performance or results. Forward-looking information involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements. Specific factors that could cause actual results to differ from results contemplated by forward-looking statements include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the failure to satisfy the conditions to completion of the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks regarding the failure of Parent to obtain the necessary financing to complete the Merger; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement of the Merger on the Company’s relationships with its members, operating results and business generally; the risk that certain approvals or consents will not be received in a timely manner or that the Merger will not be consummated in a timely manner; the risk of exceeding the expected costs of the Merger; adverse changes in U.S. and non-U.S. governmental laws and regulations; adverse developments in the Company’s relationships with its employees; capital market conditions, including availability of funding sources for us; changes in our credit ratings; risks related to our increased indebtedness, including our ability to meet certain financial covenants in our debt instruments; the risk of litigation, including stockholder litigation in connection with the proposed transaction, and the impact of any adverse legal judgments, fines, penalties, injunctions or settlements; and volatility in the market price of our stock.

Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For additional discussion of potential risks and uncertainties that could impact our results of operations or financial position, refer to Part I, Item 1A. Risk Factors in our Form 10-K for the fiscal year ended December 27, 2016, as amended (our “2016 Form 10-K”). There have been no material changes to the risk factors disclosed in Part I, Item 1A. Risk Factors in our 2016 Form 10-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 15, 2017	CLUBCORP HOLDINGS, INC.
Date: September 18, 2017	CLUBCORP HOLDINGS, INC.
	By:	/s/ Curtis D. McClellan
		Curtis D. McClellan
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number		Description
99.1	*	Press Release of ClubCorp Holdings, Inc., dated September 15, 2017
2.1		Agreement and Plan of Merger, dated as of July 9, 2017, by and among the Company, Constellation Club Parent, Inc. and Constellation Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on July 9, 2017)
3.1		Second Amended and Restated Articles of Incorporation of the Company
3.2		Amended and Restated By-Laws of the Company
99.1		Joint Press Release of the Company and Apollo Global Management LLC dated September 18, 2017

* Filed herewith

Filing Compare · ClubCorp Holdings, Inc.