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) June 16 29, 2017

Jack Cooper Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware		333‑-210698		26‑-4822446
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

1100 Walnut Street, Suite 2400 Kansas City, Missouri		64106
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (816) 983‑-4000

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))

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 78.01.~~Regulation~~ Other ~~FD Disclosure~~Events.

On June 29, 2017, Jack Cooper Enterprises, Inc. (“JCEI”) and Jack Cooper Holdings Corp. (“JCHC” and, together with JCEI, the “Company”) announced ~~yesterday~~today ~~that the Company signed a definitive restructuring support agreement with~~ an adextension ~~hoc group (the “Ad Hoc Group”)~~ of ~~holders of~~ the ~~JCHC~~previously ~~9.25%~~announced Senior Secured Notes due 2020 (the “JCHC Notes”) on the terms of a consensual restructuring transaction (the “JCHC Support Agreement”). Pursuant to the terms of the JCHC Support agreement, the Company amended ~~the~~cash ~~terms~~tender ~~of the~~ offer ~~to purchase~~ (the “Amended ~~Tender~~JCEI Offer”) to purchase any and all of the ~~outstanding~~ JCEI 10.50%/11.25% Senior PIK Toggle Notes due 2019 (the “JCEI Notes”) and ~~together~~amended ~~with~~exchange ~~the~~offer ~~JCHC Notes,~~ (the “~~Existing~~Amended ~~Notes~~JCHC Offer”) ~~for cash~~ and atogether ~~related~~with ~~solicitation~~the ofAmended ~~consents~~JCEI toOffer, ~~amend~~ the ~~JCEI~~“Amended ~~Notes and~~Offers”) ~~related~~for ~~indenture~~any and toall ~~a general release and waiver~~ of ~~claims~~the asJCHC ~~well~~9.25% asSenior ~~the~~Secured ~~offer~~Notes due to2020 ~~exchange~~ (the “~~Amended~~JCHC ~~Exchange Offer~~Notes” and, together with the ~~Amended~~JCEI ~~Tender Offer~~Notes, the “~~Amended~~Existing ~~Offers~~Notes”) ~~any and all of the JCHC Notes~~ for ~~(a)~~ cash and ~~(b)~~ warrants ~~issued~~to bypurchase ~~JCEI exercisable for~~ shares of Class B common stock of JCEI. ~~and~~The aAmended ~~related~~Offers ~~solicitation~~are ofnow ~~consents~~scheduled to ~~amend~~expire ~~the~~at ~~JCHC Notes~~5:00 ~~and related indenture~~p.m., ~~release~~New ~~the~~York ~~collateral~~City ~~securing~~time, ~~the~~on ~~JCHC~~Thursday, ~~Notes~~June ~~and~~29, ~~consent~~2017, tounless afurther ~~general~~extended ~~release~~or ~~and~~earlier ~~waiver~~terminated ~~of claims. As previously announced,~~ in ~~conjunction~~accordance with the ~~Amended~~amended ~~Offers,~~and ~~the~~restated ~~Company~~offer isto ~~also~~purchase, ~~soliciting~~offering ~~votes~~memorandum and ~~(the~~disclosure ~~“Plan~~statement ~~Solicitation”)~~soliciting toacceptances ~~accept~~of a prepackaged plan of reorganization ~~(the~~and ~~“Plan”). The terms of~~ the ~~Amended~~related ~~Offers,~~amended ~~Consent~~consent ~~Solicitations~~ and ~~Plan~~letter ~~Solicitation are described more fully in an Amended and Restated Offer to Purchase and Offering Memorandum and Disclosure Schedule Soliciting Acceptances~~ of atransmittal ~~Prepackaged Plan of Reorganization, dated~~ (as ~~of June 15~~amended, ~~2017 (~~the “Offering Memorandum and Disclosure Statement”).

~~The~~A ~~Offering~~copy ~~Memorandum~~of ~~and~~the ~~Disclosure~~press ~~Statement~~release ~~noted~~is ~~that~~attached ~~June~~as Exhibit ~~14,~~99.1 ~~2017~~to isthis ~~the~~Current ~~Record~~Report ~~Date~~on ~~for~~Form 8‑K. ~~purposes~~This ofCurrent ~~the~~Report ~~Plan~~on ~~Solicitation~~Form 8‑K ~~and~~is ~~that~~neither ~~the~~an ~~persons~~offer into ~~whose~~sell ~~name~~nor ~~the~~a ~~Existing~~solicitation ~~Notes are~~of ~~registered~~offers asto buy any securities nor a solicitation of ~~the~~consents. ~~Record~~The ~~Date~~Amended Offers are ~~eligible~~being tomade ~~vote~~only onpursuant to the ~~Plan. The~~Offering ~~Company~~Memorandum isand ~~making~~Disclosure ~~this~~Statement. ~~disclosure~~With respect to ~~clarify~~the ~~that~~JCHC Notes, to the ~~extent~~Amended ~~Existing~~Offers ~~Notes~~are being made only persons who (i) certify that they are ~~transferred~~“qualified oninstitutional orbuyers” ~~after~~(“QIBs”) within the ~~Record~~meaning ~~Date~~of Rule ~~and~~144A under the ~~holder~~Securities Act, (ii) certify that they are “accredited investors” as defined by Rule 501 of Regulation D under the ~~Existing~~Securities ~~Notes~~Act, ~~who~~or is(iii) certify ~~the~~that ~~transferor~~they ~~had~~are not ~~previously~~“U.S. ~~executed~~person” and ~~returned~~are aoutside ~~ballot~~of ~~voting~~the onUnited ~~the~~States ~~Plan,~~within the ~~right~~meaning toof ~~vote~~Regulation onS under the ~~Plan~~Securities ~~will~~Act. ~~also~~With ~~transfer~~respect ~~with~~to the ~~Existing~~JCEI Notes, all holders of JCEI Notes are authorized to ~~the~~participate ~~transferee~~in ofthe ~~such~~Amended ~~notes~~Offers.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated June 29, 2017.

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.

	Jack Cooper Holdings Corp.
Date: June 16, 2017	By:	/s/ Kyle Haulotte
Date: June 29, 2017	By:	/s/ Kyle Haulotte
		Kyle Haulotte
		Chief Financial Officer

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