Current Report Filing (8-k)
05 December 2018 - 8:09AM
Edgar (US Regulatory)
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): December 4, 2018
(Exact name of registrant as specified in its charter)
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Delaware
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001-35720
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45-3052669
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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15 Koch Road, Suite K, Corte Madera, California 94925
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (415)
924-1005
N/A
(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 A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 ☐
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 7.01. Regulation FD Disclosure
On December 4, 2018, RH (the Company) issued a press release announcing its intention to offer $300 million aggregate principal amount of
convertible notes due 2023. The full text of the press release is furnished hereto as Exhibit 99.1.
As discussed in the attached press release, in
connection with the offering of the notes, the Company expects to enter into convertible note hedge and warrant transactions with one or more financial institutions, which may include the initial purchasers or their affiliates (the hedge
counterparties).
The Company has been advised that, in connection with establishing their initial hedge positions with respect to the convertible
note hedge and warrant transactions, the hedge counterparties and/or their affiliates may purchase shares of the Companys common stock or enter into various derivative transactions with respect to the Companys common stock concurrently
with, or shortly after, the pricing of the notes, including with certain investors in the notes. These hedging activities could increase (or reduce the size of any decrease in) the market price of the Companys common stock or the notes.
In addition, the hedge counterparties and/or their affiliates may modify any hedge positions (and are likely to do so during the conversion period related to
any conversion of notes or following any repurchase of notes by the Company on any fundamental repurchase date or otherwise) by entering into or unwinding various derivatives with respect to the Companys common stock or purchasing or selling
common stock or other securities of the Company in secondary market transactions following the pricing of the notes and prior to the maturity of the notes. These activities could also cause or avoid an increase or a decrease in the market price of
the Companys common stock or the notes, which could affect a noteholders ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the amount
and value of the consideration that a noteholder will receive upon conversion of the notes.
The information furnished with this report, including Exhibit
99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
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.
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RH
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Dated: December 4, 2018
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By:
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/s/ Ryno Blignaut
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Ryno Blignaut
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President, Chief Financial and Administrative Officer
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