Item 8.01 Other Events.
As previously disclosed, Leo Holdings Corp. (Leo) announced on February 6, 2020 that Leo and Digital Media Solutions, LLC
(DMS) have executed a non-binding term sheet and are working on a definitive agreement. Attached as Exhibit 99.1 hereto is an investor presentation, dated February 2020, that Leo has used in
connection with various meetings related to the proposed business combination with DMS.
Important Information and Where to Find It
If a legally binding definitive agreement is entered into, a full description of the terms of the transaction will be provided in a proxy
statement for the shareholders of Leo (the Proxy Statement), to be filed with the U.S. Securities and Exchange Commission (the SEC). Leo urges investors, shareholders and other interested persons to read, when available, the
preliminary Proxy Statement as well as other documents filed with the SEC because these documents will contain important information about Leo, the potential target company and the transaction. The definitive Proxy Statement will be mailed to
shareholders of Leo as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy of the Proxy Statement, without charge, by directing a request to: Leo Holdings Corp., 21 Grosvenor
Place, London SW1X 7HF. The preliminary and definitive Proxy Statement, once available, can also be obtained, without charge, at the SECs website (www.sec.gov).
Participants in the Solicitation
its directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers of Leo
is set forth in Leos Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 29, 2019. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction will be set forth in the Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from
the sources indicated above.
The disclosure herein is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in
respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Leo, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive document.
disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as believe, may, will, estimate, continue, anticipate, intend, expect, should,
would, plan, predict, potential, seem, seek, future, outlook, and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market
opportunity and expectations, Leos ability to enter into a definitive agreement or consummate a transaction with DMS and Leos ability to obtain the financing necessary to consummate the potential transaction. These statements are based
on various assumptions and on the current expectations of Leos management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must
not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Leo and DMS. These forward looking statements are subject to a number of risks and uncertainties, including: Leos ability to enter into a definitive agreement with respect to the proposed
business combination or consummate a transaction with