Item 7.01 Regulation FD Disclosure.
In connection with a senior notes offering by HMAN Finance Sub Corp. ("Finance
Sub"), The Hillman Companies, Inc. (the "Company" or "Hillman") is disclosing
under this Item 7.01 of this Current Report on Form 8-K the information included
in Exhibit 99.1. This information, some of which has not been previously
reported, is excerpted from the Confidential Preliminary Offering Memorandum,
dated June 9, 2014, that is being circulated in connection with the senior notes
offering by Finance Sub. This Current Report on Form 8-K does not constitute an
offer to sell or the solicitation of an offer to buy the senior notes being
offered by Finance Sub.
The information furnished in Item 7.01 - "Regulation FD Disclosure", Item 9.01 -
"Financial Statements and Exhibits" and in the accompanying Exhibit 99.1 of this
Current Report on Form 8-K shall not be deemed "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of such section, and shall not be
deemed to be incorporated by reference into the filings of the Registrant under
the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These forward-looking statements include, but are not limited to,
statements related to the proposed offering of senior notes by HMAN Finance Sub
Corp., the proposed acquisition of OHCP HM Acquisition Corp. by affiliates of
CCMP Capital Advisors, LLC, together with certain co-investors, and the
financing thereof. These forward-looking statements involve known and unknown
risks, uncertainties and other factors discussed in the filings with the
Securities and Exchange Commission of the registrant. Any forward-looking
statements speak only as of the date of this report and, except to the extent
required by applicable securities laws, the registrant expressly disclaims any
obligation to update or revise any of them to reflect actual results, any
changes in expectations or any change in events. If the registrant does update
one or more forward-looking statements, no inference should be drawn that it
will make additional updates with respect to those or other forward-looking
Item 9.01 Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
99.1 Excerpts from the HMAN Finance Sub Corp. Confidential Preliminary
Offering Memorandum, dated June 9, 2014.