Current Report Filing (8-k)
December 30 2019 - 4:04PM
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 30, 2019
RMG Acquisition Corp.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38795
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83-2289787
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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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340 Madison Avenue, 19th Floor
New York, New York
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10173
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(address of principal executive offices)
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(zip code)
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(212) 220-9503
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communication pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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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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Pre-commencements communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock
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RMG
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New York Stock Exchange
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Class A common stock, par value $0.0001 per share
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RMG
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New York Stock Exchange
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Public Warrants
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RMG.WS
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New York Stock Exchange
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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 x
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. x
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Appointment of Director
On December 30, 2019,
the Board of Directors (the “Board”) of RMG Acquisition Corp. (the “Company”) increased the size of the
Board to seven members and elected W. Thaddeus Miller, 69, as a director of the Company, to serve until the Company’s second
annual meeting of stockholders. The Board determined that Mr. Miller is an independent director under the listing standards of
the New York Stock Exchange (the “NYSE”) and the Securities Exchange Act of 1934, as amended. Mr. Miller also has been
appointed to serve as a member of the Nominating and Corporate Governance Committee of the Board.
W. Thaddeus Miller
previously served as a member of our Advisory Board. Mr. Miller currently serves as a board member, Executive Vice Chairman and
Chief Legal Officer of Calpine Corporation, one of the largest independent power producers (IPP) in the U.S. He joined Calpine
in 2008 and helped lead its post-bankruptcy transition, numerous corporate and asset acquisitions and divestitures, and the recent
public-to-private merger sale of Calpine to a private equity group, one of the largest take-private transaction in U.S. history.
Mr. Miller has decades of legal and energy industry experience, including substantial experience over the last two decades in power
sector mergers and acquisitions, operations and regulatory oversight. In 2006-7, as Executive Vice President and Chief Legal Officer
of Texas Genco Inc., he helped lead the merger sale of a large privately held IPP to a public company, having also helped lead
the acquisition of Texas Genco a year earlier by five major private equity firms, the largest private equity “club”
transaction at the time. From 2002 to 2005, Mr. Miller was a consultant to Texas Pacific Group (now TPG), a private equity firm.
From 1998 to 2002, he served as Executive Vice President and Chief Legal Officer of Orion Power, an IPP majority owned by Goldman
Sachs, that acquired over 90 power plants in various transactions which he helped lead, as well the company’s IPO and subsequent
merger sale. From 1994 to 1998, Mr. Miller was Vice President of Goldman Sachs & Co., where he focused on wholesale electric
and other energy commodity trading. Before joining Goldman Sachs & Co., Mr. Miller was a partner with a New York law firm.
Mr. Miller earned his Bachelor of Science degree from the United States Merchant Marine Academy, where he has served on the board
of directors of the alumni association and foundation, and his Juris Doctor from St. John’s School of Law. In addition, he
was an officer in the United States Coast Guard.
There are no arrangements
or understandings between Mr. Miller and any other persons pursuant to which Mr. Miller was appointed as a director of the Company.
In addition, there are no family relationships between Mr. Miller and any director, executive officer, or person nominated or chosen
by the Company to become a director or executive officer. Furthermore, since the inception of the Company, there have been no transactions
in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Miller had or will
have a direct or material interest, and there are currently no such proposed transactions.
The Company has entered
into an Indemnity Agreement with Mr. Miller, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference
herein.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
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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RMG Acquisition Corp.
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Date: December 30, 2019
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By:
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/s/ Philip Kassin
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Philip Kassin
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President, Chief Operating Officer and Secretary
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