Item 1.01. Entry into a Material Definitive Agreement.
Investor Rights Agreement
In connection with the consummation of the transactions, the
Upon the closing of the transactions, the
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The material terms of the Investor Rights Agreement are described in the Prospectus in the section titled "Other Agreements-Investor Rights Agreement", which section is incorporated herein by reference. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Investor Rights Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
Amended and Restated Voting Agreement . . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note is incorporated into this Item 2.01 by reference.
FORM 10 INFORMATION
Forward-Looking Statements
This Current Report on Form 8-K, and some of the information incorporated herein by reference, includes forward-looking statements regarding, among other things, the plans, strategies, prospects, market position and results, both business and financial, of the Company. Forward-looking statements are all statements other than those of historical fact, including statements concerning possible or assumed future actions, business strategies, events or results of operations. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that the Company will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. These statements may be preceded by, followed by or include the words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "outlook," "plan," "possible," "potential," "pro forma," "project," "scheduled," "seek," "should," "will," "would" or similar expressions. Forward-looking statements contained in this Current Report on Form 8-K may include, but are not limited to, statements relating to:
• the combined company's ability to realize the benefits expected from the merger; • changes in the market for the Company's products and services and the combined company's ability to compete successfully within its industry; • growth plans, projected costs, strategies and opportunities; 4
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• the impact of the COVID-19 pandemic on the Company's business; • the effect of economic conditions on the industries and markets in which the Company operates, including financial market conditions, fluctuations in prices, interest rates and market demand; . . .
Item 2.02. Results of Operations and Financial Condition.
On
Item 3.02. Unregistered Sales of
The information set forth in the Introductory Note with respect to the
Item 3.03. Material Modification to Rights of Security Holders.
On
The Company's common stock is listed for trading on Nasdaq under the symbol "VWE." The Company's common stock and warrants are listed on the TSX under the symbols "VWE.U" and "VWE.WT.U," respectively. Upon consummation of the transactions, the CUSIP number relating to the Company's common stock changed to 92747V 106 and the CUSIP number relating to the Company's warrants changed to 92747V 114.
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New Charter and Bylaws
Upon the consummation of the transactions, rights of shareholders of the Company are no longer governed by BCAC's articles or by VWE's articles and bylaws, and are instead governed by the Company's articles of incorporation and bylaws, which, among other things:
(a) change the Company's name to
(b) authorize the Company to issue up to (i) 200,000,000 shares of common stock, no par value per share, and (ii) 2,000,000 shares of preferred stock, no par value per share;
(c) prohibit cumulative voting;
(d) designate the
(e) include other differences from the BCAC articles and the VWE articles and bylaws detailed under the section titled "Comparison of Shareholders' Rights" beginning on page 279 of the Prospectus and incorporated herein by reference.
This summary is qualified in its entirety by reference to the text of the Company's articles of incorporation and bylaws, which are included as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and incorporated herein by reference.
Item 4.01. Change in Registrant's Certifying Accountant.
On
The report of RSM on BCAC's balance sheets as of
The report of RSM on BCAC's balance sheets as of
During the period from
During the period from
The Company has provided RSM with a copy of the foregoing disclosures and has
requested that RSM furnish the Company with a letter addressed to the
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Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note is incorporated into this Item 5.01 by reference.
The Roney Representative who holds authority under and pursuant to the Investor
Rights Agreement is
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Board and Management Changes
Upon the consummation of the transactions,
Upon the consummation of the transactions, the Company established three board
committees: the audit committee, the compensation committee, and the nominating
and governance committee.
The non-employee directors of the Company will receive varying levels of
compensation for their services as directors and members of board committees.
Compensation payable per year for service will be as follows: Except for
Additionally, upon consummation of the transactions,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated in this Item 5.03 by reference. In connection with the consummation
of the transactions, the Company changed its fiscal year end from
Item 5.06. Change in Shell Company Status.
As a result of the transactions, which fulfilled the definition of a "qualifying transaction" as required by BCAC's organizational documents, the Company ceased to be a shell company upon the consummation of the transactions. The material terms of the transactions are described in the sections titled "The Merger" and "The Transaction Agreement" beginning on page 224 and page 241, respectively, of the Prospectus, and are incorporated herein by reference.
Item 8.01. Other Events.
The Company announced the completion of the transactions under the transaction
agreement in a press release issued on
The Company's common stock is listed for trading on The Nasdaq Global Market under the symbol "VWE" and the common stock and warrants are listed on the TSX under the symbols "VWE.U" and "VWE.WT.U", respectively. Upon consummation of the transactions, the CUSIP number relating to the Company's common stock changed to 92747V 106 and the CUSIP number relating to the Company's warrants changed to 92747V 114.
As a result of the consummation of the transactions contemplated by the
transaction agreement, the Company is no longer a "foreign private issuer" as
that term is defined under applicable
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The consolidated financial statements of
The consolidated financial statements of
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The unaudited condensed consolidated financial statements of the Company as of
(b) Pro forma financial information.
Certain unaudited pro forma condensed combined financial information of the Company is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
(d) Exhibits. Exhibit Number Description 2.1† Transaction Agreement datedFebruary 3, 2021 , together with Amendment to Transaction Agreement datedApril 19, 2021 , amongBespoke Capital Acquisition Corp. ,Vintage Wine Estates, Inc. , aCalifornia corporation,VWE Acquisition Sub Inc. ,Bespoke Sponsor Capital LP (solely for the limited purposes set forth therein), andDarrell D. Swank (solely in the capacity of Seller Representative) (incorporated by reference to Annex A to the Consent Solicitation Statement ofVintage Wine Estates, Inc. , aCalifornia corporation, and Prospectus ofBespoke Capital Acquisition Corp. , filed byBespoke Capital Acquisition Corp. pursuant to Rule 424(b)(3) onMay 6, 2021 ).*† 3.1 Articles of Incorporation ofVintage Wine Estates, Inc. , aNevada corporation. 3.2 Bylaws of Incorporation ofVintage Wine Estates, Inc. , aNevada corporation (incorporated by reference to Annex C to the Consent Solicitation Statement ofVintage Wine Estates, Inc. , aCalifornia corporation, and Prospectus ofBespoke Capital Acquisition Corp. , filed byBespoke Capital Acquisition Corp. pursuant to Rule 424(b)(3) onMay 6, 2021 ).* 4.1 Specimen of Common Stock Certificate 4.2 Specimen of Warrant Certificate (included as Schedule "A" to Exhibit 4.3 hereto).* 4.3 Warrant Agency Agreement, dated as ofAugust 15, 2019 , betweenBespoke Capital Acquisition Corp. andTSX Trust Company (incorporated by reference to Exhibit 99.31 to the Registrant's Registration Statement on Form 40-F (File No. 000-56227), filed byBespoke Capital Acquisition Corp. onNovember 27, 2020 ).* 10.1 Founder Support Agreement datedFebruary 3, 2021 among BespokeCapital Acquisition Corp. ,Bespoke Sponsor Capital LP andVintage Wine Estates, Inc. , aCalifornia corporation Certificate (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* 10.2 Company Support Agreement datedFebruary 3, 2021 among BespokeCapital Acquisition Corp. ,Vintage Wine Estates, Inc. , aCalifornia corporation,Bespoke Sponsor Capital LP , the VWE shareholders listed on the signature pages thereto,Patrick A. Roney andSonoma Brands Partners II, LLC (incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* † 10.3 Investor Rights Agreement amongVintage Wine Estates, Inc. , aNevada corporation,Bespoke Sponsor Capital LP ,Patrick A. Roney in his capacity as the Roney Representative and the parties listed on the signature pages thereto. 10.4 Consulting Agreement dated as ofFebruary 1, 2021 between BespokeCapital Acquisition Corp. andPeter Caldini (incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* ? 10.5 Employment Agreement betweenVintage Wine Estates, Inc. , aNevada corporation, andPatrick Roney (incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* ? 10.6 Employment Agreement betweenVintage Wine Estates, Inc. , aNevada corporation, andKathy DeVillers (incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* ? 10.7 Employment Agreement betweenVintage Wine Estates, Inc. , aNevada corporation, andTerry Wheatley (incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).*? 10.8 Employment Agreement betweenVintage Wine Estates, Inc. , aNevada corporation, andJeff Nicholson (incorporated by reference to Exhibit 10.8 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).*? 10.9 Loan and Security Agreement dated as ofJuly 18, 2019 by and amongVintage Wine Estates, Inc. , aCalifornia corporation,Girard Winery, LLC ,Mildara Blass, Inc. ,Grove Acquisition, LLC ,Sabotage Wine Company, LLC ,Grounded Wine Project, LLC ,Splinter Group Napa, LLC ,Bank of the West , as Administrative Agent, Collateral Agent, Book Runner, Syndication Agent and Documentation Agent,Bank of the West andCity National Bank as Joint Lead Arrangers, and the lenders party thereto, and the financial institutions from time to time party thereto (incorporated by reference to Exhibit 10.9 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* † 10.10 Amendment Number One to Loan and Security Agreement and Joinder Agreement, dated as ofSeptember 10, 2019 , by and amongVintage Wine Estates, Inc. , aCalifornia corporation,MasterClass Marketing, LLC ,Bank of the West and the other parties thereto (incorporated by reference to Exhibit 10.10 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* 16
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10.11 Incremental Increase to Revolver Commitments and Amendment Number Two to Loan and Security Agreement, dated as ofNovember 19, 2019 , by and amongVintage Wine Estates, Inc. , aCalifornia corporation,Bank of the West and the other parties thereto (incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* 10.12 Amendment Number Three to Loan and Security Agreement and Waiver, dated as ofJuly 13, 2020 , by and amongVintage Wine Estates, Inc. , aCalifornia corporation,Bank of the West and the other parties thereto (incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15 , 2021).*† 10.13 Amendment Number Four to Loan and Security Agreement and Waiver, dated as ofFebruary 25, 2021 , by and amongVintage Wine Estates, Inc. , aCalifornia corporation,Bank of the West and the other parties thereto (incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* 10.14 Amended and Restated Voting Agreement amongVintage Wine Estates, Inc. , aCalifornia corporation, Marital Trust D under theLeslie G. Rudd Living Trust (as successor to theLeslie G. Rudd Living Trust ) and theSLR Non-Exempt Trust (as successor to the SLR 2012Gift Trust ), and thePatrick A. Roney andLaura G. Roney Trust andSean Roney . 10.15 2021 Omnibus Incentive Plan ofVintage Wine Estates, Inc. , aNevada corporation (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMay 3, 2021 ).*? 10.16 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onApril 28, 2021 ).*? 10.17 Registration Rights Agreement dated as ofFebruary 3, 2021 amongVintage Wine Estates, Inc. , aCalifornia corporation, Patrick A. Roney, in his capacity as the Roney Representative, and the parties listed therein as Investors (incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* 10.19 Shareholders Agreement dated as ofApril 4, 2018 by and betweenVintage Wine Estates, Inc. , aCalifornia corporation, and the shareholders thereto, as amended from time to time (incorporated by reference to Exhibit 10.19 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* 10.20 Stock Purchase Agreement dated as ofApril 4, 2018 by and between theVintage Wine Estates, Inc. , aCalifornia corporation andTGAM Agribusiness Fund Holdings LP (incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* 10.21 Management Agreement dated as ofJuly 6, 2018 by and between theVintage Wine Estates, Inc. , aCalifornia corporation,Sonoma Brands Partners II, LLC ,Sonoma Brands II, L.P. ,Sonoma Brands II Select, LP ., and Sonoma Brands VWE Co-Invest, L.P (incorporated by reference to Exhibit 10.21 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).*+ 10.22 Operating Agreement ofSabotage, LLC dated as ofJune 6, 2017 by and betweenVintage Wine Estates, Inc. , aCalifornia corporation,Sabotage, LLC andSean Roney (incorporated by reference to Exhibit 10.22 to Registration Statement on Form S-4 (File No. 333-254260), filed byBespoke Capital Acquisition Corp. onMarch 15, 2021 ).* . . .
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