LANA HLDG Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
Consideration
In accordance with the terms and subject to the conditions of the Merger
Agreement, Landcadia has agreed to pay aggregate consideration in the form of
New Hillman (as defined below) common stock (the "Aggregate Consideration")
equal to a value of approximately (i)
The Merger
The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the "Business Combination"):
(i) at the closing of the transactions contemplated by the Merger Agreement (the
"Closing"), in accordance with the Delaware General Corporation Law, as
amended, Merger Sub will merge with and into Hillman Holdco with Hillman
Holdco surviving the merger as a wholly-owned subsidiary of Landcadia (the
"Merger");
(ii) upon the effective time of the Merger (the "Effective Time"), Landcadia will
immediately be renamed "
(iii) as a result of the Merger, among other things, all outstanding shares of
capital stock of Hillman Holdco will be cancelled in exchange for the right
to receive a certain number of shares of New Hillman common stock valued at
$10.00 per share equal to (A) (i) the Aggregate Consideration plus (ii) the
value that would be received by Hillman Holdco upon the exercise of all
outstanding Hillman Holdco options as of immediately prior to the Closing,
divided by (B) (i) the total number of shares of Hillman Holdco common
stock outstanding as of immediately prior to the Closing plus (ii) the
number of shares of Hillman Holdco common stock underlying all then
outstanding Hillman Holdco options and shares of Hillman Holdco restricted
stock.
The board of directors of Landcadia (the "Board") has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of Landcadia. The board of directors of Hillman Holdco has also unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of Hillman Holdco.
Conditions to Closing
The obligation of Landcadia and Hillman Holdco to consummate the Business
Combination pursuant to the Merger Agreement is subject to the satisfaction or
waiver of certain closing conditions, including, among others, (i) approval of
the Business Combination and related agreements and transactions by the
respective stockholders of Landcadia and Hillman Holdco, (ii) effectiveness of
the proxy / registration statement on Form S-4 to be filed by Landcadia in
connection with the Business Combination, (iii) the aggregate cash proceeds from
Landcadia's trust account, together with proceeds of the
Covenants
The Merger Agreement contains certain covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, (ii) Hillman Holdco to provide to Landcadia and its representatives reasonable access through the Closing to Hillman's properties, books, records and personnel, (iii) the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions, (iv) Landcadia to prepare and file a proxy / registration statement on Form S-4 and take certain other actions to obtain the requisite approval of Landcadia stockholders of certain proposals regarding the Business Combination, and (v) the parties to use reasonable best efforts to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable.
Other covenants provide for (i) Hillman using reasonable best efforts to obtain
third-party debt financing in connection with the Business Combination and (ii)
Landcadia using commercially reasonable efforts to obtain the proceeds of the
Representations and Warranties
The Merger Agreement contains customary representations and warranties by Landcadia, Merger Sub and Hillman Holdco. The representations and warranties of the respective parties to the Merger Agreement will not survive the Closing.
Termination
The Merger Agreement may be terminated under certain limited circumstances prior
to the Closing, including, among others, (i) by mutual written consent of
Landcadia and the Stockholder Representative, (ii) by either Landcadia or the
Stockholder Representative if the Closing has not occurred on or before
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the
Item 7.01 Regulation FD Disclosure.
On
Attached as Exhibit 99.2 and incorporated herein by reference is the investor
presentation that was prepared for use by Landcadia in connection with
Landcadia's proposed transaction with Hillman Holdco, as described in this
Current Report on Form 8-K. Furnished herewith as Exhibit 99.3 is the transcript
of a pre-recorded joint conference call held on
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Landcadia under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.
Additional Information and Where to Find It
Landcadia intends to file a registration statement on Form S-4 with the
Participants in Solicitation
Landcadia and its directors and executive officers may be deemed participants in
the solicitation of proxies from Landcadia's stockholders with respect to the
proposed Business Combination. A list of the names of those directors and
executive officers and a description of their interests in Landcadia is
contained in Landcadia's prospectus dated
Hillman Holdco and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from Landcadia's stockholders with
respect to the proposed Business Combination. Information about Hillman Holdco's
directors and executive officers is available in Hillman's Form 10-K for the
year ended
Forward-Looking Statements Legend
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
Business Combination between Hillman Holdco and Landcadia, including statements
regarding the benefits of the Business Combination and the anticipated timing of
the Business Combination. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (i)
the risk that the proposed Business Combination disrupts Hillman's current plans
and operations; (ii) the ability to recognize the anticipated benefits of the
proposed Business Combination, which may be affected by, among other things,
competition, the ability of Hillman to grow and manage growth profitably and
retain its key employees; (iii) costs related to the proposed Business
Combination; (iv) changes in applicable laws or regulations; (v) the possibility
that Landcadia or Hillman may be adversely affected by other economic, business,
and/or competitive factors; (vi) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement;
(vii) the outcome of any legal proceedings that may be instituted against
Landcadia or Hillman following the announcement of the Merger Agreement; (viii)
the inability to complete the proposed Business Combination, including due to
failure to obtain approval of the stockholders of Landcadia or Hillman, certain
regulatory approvals or satisfy other conditions to closing in the Merger
Agreement; (ix) the impact of COVID-19 on Hillman's business and/or the ability
of the parties to complete the proposed Business Combination; (x) the inability
to obtain or maintain the listing of New Hillman's shares of common stock on
Nasdaq following the proposed transaction; or (xi) other risks and uncertainties
indicated from time to time in the registration statement containing the proxy
statement/prospectus relating to the proposed Business Combination, including
those under "Risk Factors" therein, and in Landcadia's or Hillman's other
filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJanuary 24, 2021 , by and among the Registrant,Helios Sun Merger Sub, Inc. ,HMAN Group Holdings, Inc. , andCCMP Sellers' Representative, LLC , aDelaware limited liability company in its capacity as the Stockholder Representative thereunder. 10.1 Form of Subscription Agreement, dated as ofJanuary 24, 2021 , by and between the Registrant and the subscribers party thereto. 10.2 Amended and Restated Letter Agreement, dated as ofJanuary 24, 2021 , by and among the Registrant,TJF, LLC , Jefferies Financial Group Inc. and the Registrant's directors and officers. 10.3 Voting and Support Agreement, dated as ofJanuary 24, 2021 , by and among the Registrant,HMAN Group Holdings, Inc. , and certain stockholders ofHMAN Group Holdings, Inc. 99.1 Press Release, dated as ofJanuary 25, 2021 . 99.2 Investor Presentation. 99.3 Transcript for Joint Investor Call, dated as ofJanuary 25, 2021 .
© Edgar Online, source
