8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2020

LONGVIEW ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39292	84-4618156
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

767 Fifth Avenue, 44th Floor New York, NY	10153
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 812-4700

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 A.2. below):

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

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

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	LGVW.U	New York Stock Exchange LLC
Shares of Class A common stock included as part of the units	LGVW	New York Stock Exchange LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	LGVW WS	New York Stock Exchange LLC

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 8.01 Other Events.

As previously reported on a Current Report on Form 8-K of Longview Acquisition Corp., a Delaware corporation (the “Company”), on May 26, 2020, the Company consummated its initial public offering (the “IPO”) of 36,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $360,000,000. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 5,400,000 additional Units to cover over-allotments, if any. In addition, on June 5, 2020, the Underwriters partially exercised the over-allotment option and on June 9, 2020, purchased an additional 4,000,000 Units (the “First Over-Allotment Closing”), generating gross proceeds of $40,000,000. On June 24, 2020, the Underwriters exercised the remainder of the over-allotment option and on June 26, 2020, purchased an additional 1,400,000 Units (the “Over-Allotment Units”), generating gross proceeds of $14,000,000.

As previously reported on a Current Report on Form 8-K of the Company, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 6,133,333 warrants (the “Private Placement Warrants”) to Longview Investors LLC, a Delaware limited liability company (the “Sponsor”), at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,200,000. In connection with the First Over-Allotment Closing, the Sponsor purchased an additional 533,333 Private Placement Warrants, generating gross proceeds to the Company of $800,000. In connection with the exercise of the remainder of the underwriters’ over-allotment option, the Sponsor purchased an additional 186,667 Private Placement Warrants, generating gross proceeds to the Company of $280,000.

In connection with the closing and sale of the Over-Allotment Units and 186,667 additional Private Placement Warrants (together, the “Second Over-Allotment Closing”), a total of $14,000,000 comprised of $13,720,000 of the proceeds from the closing and sale of the Over-Allotment Units (which amount includes $490,000 of the Underwriters’ deferred discount) and $280,000 of the proceeds of the sale of the additional 186,667 Private Placement Warrants, was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.

An audited balance sheet as of May 26, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on June 1, 2020. The Company’s unaudited pro forma balance sheet as of May 26, 2020, adjusted for the First Over-Allotment Closing on June 9, 2020 was previously filed as Exhibit 99.1 to a Current Report on Form 8-K on June 11, 2020. The Company’s unaudited pro forma balance sheet as of May 26, 2020, as further adjusted for the Second Over-Allotment Closing on June 26, 2020 is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Unaudited Pro Forma Balance Sheet as of May 26, 2020.

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.

Dated: July 1, 2020

LONGVIEW ACQUISITION CORP.
By:	/s/ Mark Horowitz
Name:	Mark Horowitz
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

LONGVIEW ACQUISITION CORP.

PRO FORMA BALANCE SHEET

	Actual as of May 26, 2020			Pro Forma Adjustments June 9, 2020				Pro Forma Adjustments June 26, 2020				As Adjusted as of May 26, 2020
				(Unaudited)				(Unaudited)				(Unaudited)
ASSETS
Current Assets
Cash	$	3,044,596		$	(1,080,000	)	(d)	$	—			$	1,964,596
Prepaid expenses and other current assets		26,800			—				—				26,800
Total Current Assets		3,071,396			(1,080,000	)			—				1,991,396
Cash held in Trust Account		360,000,000			40,000,000		(a)		14,000,000		(f)		414,000,000
					(800,000	)	(b)		(280,000	)	(g)
					800,000		(d)		280,000		(i)
Total Assets	$	363,071,396		$	38,920,000			$	14,000,000			$	415,991,396
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accrued expenses	$	1,000		$	—			$	—			$	1,000
Accrued offering costs		497,248			—				—				497,248
Due to Sponsor		1,080,000			(1,080,000	)	(d)		—				—
Promissory note – related party		191,000			—				—				191,000
Total Current Liabilities		1,769,248			(1,080,000	)			—				689,248
Deferred underwriting fee payable		12,600,000			1,400,000		(c)		490,000		(h)		14,490,000
Total Liabilities		14,369,248			320,000				490,000				15,179,248
Commitments
Class A common stock, $0.0001 par value, subject to possible redemption, 34,370,214 and 39,581,214 shares as of May 26, 2020 and as adjusted as of May 26, 2020, respectively, at $10.00 per share		343,702,140			38,600,000		(e)		13,510,000		(j)		395,812,140
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—				—				—
Class A Common stock, $0.0001 par value; 200,000,000 shares authorized; 1,629,786 and 1,818,786 shares as of May 26, 2020 and as adjusted as of May 26, 2020, respectively, issued and outstanding (excluding 34,370,214 and 39,581,214 shares, respectively, subject to possible redemption)		163			400		(a)		140		(f)		182
					(386	)	(e)		(135	)	(j)
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding		1,035			—				—				1,035
Additional paid-in capital		4,999,810			39,999,600		(a)		13,999,860		(f)		4,999,791
					(800,000	)	(b)		(280,000	)	(g)
					(1,400,000	)	(c)		(490,000	)	(h)
					800,000		(d)		280,000		(i)
					(38,599,614	)	(e)		(13,509,865	)	(j)
Accumulated deficit		(1,000	)		—				—				(1,000	)
Total Stockholders’ Equity		5,000,008			—				—				5,000,008
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	363,071,396		$	38,920,000			$	14,000,000			$	415,991,396

See accompanying note to the pro forma balance sheet.

LONGVIEW ACQUISITION CORP.

NOTE TO PRO FORMA BALANCE SHEET

(unaudited)

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Longview Acquisition Corp. (the “Company”) as of May 26, 2020, adjusted for the closing of the underwriters’ over-allotment option in full and related transactions, which occurred on June 9, 2020 and June 26, 2020, as described below.

On June 9, 2020, the Company consummated the closing of the sale of 4,000,000 additional units (the “Units”) at a price of $10.00 per Unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $40,000,000 to the Company. Each Unit consists of one share of the Company’s Class A common stock (the “Common Stock”) and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Simultaneously with the exercise of the over-allotment option, the Company consummated the private placement of an additional 533,333 warrants (the “Private Placement Warrants”), at a purchase price of $1.50 per Private Placement Warrant, to Longview Investors LLC, generating gross proceeds of $800,000. Transaction costs amounted to $2,200,000, consisting of $800,000 in cash underwriting fees and $1,400,000 of additional underwriting fees, which have been deferred until the completion of the Company’s Business Combination. As a result of the underwriters’ election to partially exercise their over-allotment option, 1,000,000 Founder Shares are no longer subject to forfeiture.

On June 26, 2020, the Company consummated the closing of the sale of 1,400,000 additional Units at a price of $10.00 per Unit upon receiving notice of the underwriters’ election to exercise their remaining over-allotment option, generating additional gross proceeds of $14,000,000 to the Company. Simultaneously with the exercise of the remaining over-allotment option, the Company consummated the private placement of an additional 186,667 Private Placement Warrants, at a purchase price of $1.50 per Private Placement Warrant, to Longview Investors LLC, generating gross proceeds of $280,000. Transaction costs amounted to $770,000, consisting of $280,000 in cash underwriting fees and $490,000 of additional underwriting fees, which have been deferred until the completion of the Company’s Business Combination. As a result of the underwriters’ election to exercise their remaining over-allotment option, 1,350,000 Founder Shares are no longer subject to forfeiture.

Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option are as follows:

	Pro forma entries:	Debit		Credit
a.	Cash held in Trust Account		40,000,000
	Class A common stock				400
	Additional paid-in capital				39,999,600
	To record sale of 4,000,000 Units on over-allotment option at $10.00 per Unit.
b.	Additional paid-in capital		800,000
	Cash held in Trust Account				800,000
	To record payment of 2.0% of cash underwriting fee on over-allotment option.
c.	Additional paid-in capital		1,400,000
	Deferred underwriting fee payable				1,400,000
	To record the liability for the 3.5% deferred underwriting fees on over-allotment option.
d.	Cash held in Trust Account		800,000
	Due to Sponsor		1,080,000
	Cash				1,080,000
	Additional paid in capital				800,000
	To record sale of 533,333 over-allotment Private Placement Warrants at $1.50 per warrant and repayment of funds due to Sponsor.
e.	Class A common stock		386
	Additional paid-in capital		38,599,614
	Common Stock Subject to Redemption				38,600,000
	To reclassify Class A common stock out of permanent equity into mezzanine redeemable shares.
f.	Cash held in Trust Account		14,000,000
	Class A common stock				140
	Additional paid-in capital				13,999,860
	To record sale of 1,400,000 Units on over-allotment option at $10.00 per Unit.

LONGVIEW ACQUISITION CORP.

NOTE TO PRO FORMA BALANCE SHEET

(unaudited)

g.	Additional paid-in capital	280,000
	Cash held in Trust Account		280,000
	To record payment of 2.0% of cash underwriting fee on over-allotment option.
h.	Additional paid-in capital	490,000
	Deferred underwriting fee payable		490,000
	To record the liability for the 3.5% deferred underwriting fees on over-allotment option.
i.	Cash held in Trust Account	280,000
	Additional paid in capital		280,000
	To record sale of 186,667 over-allotment Private Placement Warrants at $1.50 per warrant and repayment of funds due to Sponsor.
j.	Class A common stock	135
	Additional paid-in capital	13,509,865
	Common Stock Subject to Redemption		13,510,000
	To reclassify Class A common stock out of permanent equity into mezzanine redeemable shares.