Allegro Merger ALGRU = 1C, 1R, 1W
TGI Friday merger announcement
"Completion of the Business Combination is subject to approval of the Allegro shareholders and certain customary closing conditions, including a $30 million minimum cash closing condition." From merger announcement.
March Trust will be ~ 10.29
TGIF’s shareholders will receive $30 million of cash or Allegro common stock (@$10.15/share) at the option of holders ➢ Current shareholders ➢ Funds managed by TriArtisan Capital Advisors LLC (“TriArtisan”) – 54% ➢ MFP Investors LLC, the family office of Michael F Price (“MFP”) – 40% ➢ Other minority holders – 6% ➢ TriArtisan expects to receive a percentage of its consideration in Allegro common stock ➢ MFP intends to receive all of its consideration in the form of common stock
Jan 3 vote, 3,782,869 shares of common stock of the Company exercised their right to convert their shares into cash at $10.22 per share, for an aggregate conversion amount of approximately $38.7 million
contributed to the Company an aggregate amount of $781,699.17, representing contributions covering a prorated amount of $0.02 per unconverted public share for the partial month of January 2020 and $0.025 per unconverted public share for each of February 2020 and March 2020 (each, a “Contribution”).
Following the Meeting and filing of the amendment to the charter, the Company deposited $223,342.62, the Contribution for January 2020, into the trust account established in connection with the Company’s initial public offering. The Company will deposit the second Contribution on or before January 31, 2020, and will deposit the third Contribution on or before February 29, 2020, in each case, to the same trust account;
Trust = $10.00 ~150mm - trust account in the United States. Continental as trustee.
Warrant - 1W + $11.50 > 1C. Call $18.
Deadline 18 months. Closed July 6, 2018.
Cantor and Chardan.
Eric S. Rosenfeld, our Chief Executive Officer, has served as Chairman and Chief Executive Officer of five prior publicly-held blank check companies: We will seek to capitalize on the significant experience of our management team in consummating an initial business combination. Eric S. Rosenfeld, our Chief Executive Officer, has served as Chairman and Chief Executive Officer of five prior publicly-held blank check companies: (i) Arpeggio Acquisition Corporation, or Arpeggio, which raised $40.8 million in June 2004 and consummated a business combination with Hill International, Inc., or Hill International, in June 2006, (ii) Rhapsody Acquisition Corp., or Rhapsody, which raised $41.4 million in October 2006 and consummated a business combination with Primoris Corporation, or Primoris, in July 2008, (iii) Trio Merger Corp., or Trio, which raised $69 million in June 2011 and consummated a business combination with SAExploration Holdings Inc., or SAE, in June 2013, (iv) Quartet Merger Corp., or Quartet, which raised $96.6 million in November 2013 and consummated a business combination with Pangea Logistics Solutions Ltd., or Pangaea, in October 2014, and (v) Harmony Merger Corp., or Harmony, which raised $115.0 million in March 2015 and consummated a business combination with NextDecade LLC, or NextDecade, in July 2017. David D. Sgro, our Chief Operating Officer, has also served as Chief Financial Officer of Rhapsody, Trio and Quartet and Chief Operating Officer of Harmony. Additionally, Leonard B. Schelmm, a member of our Board, served as a member of the Board of Arpeggio, Rhapsody and Harmony, John P. Schauerman, a member of our Board, served as a member of the Board of Quartet and Harmony, and Adam J. Semler, a member of our Board, served as a member of the Board of Harmony. We believe that potential sellers of target businesses will view the fact that our management team has successfully closed five business combinations with vehicles similar to our company as a positive factor in considering whether or not to enter into a business combination with us. However, there is no assurance that we will complete a business combination.
In June 2004, Arpeggio, a blank check company founded by Eric S. Rosenfeld, consummated its initial public offering, raising $40.8 million (at $6.00 per unit, each consisting of one share of common stock and two warrants, each to purchase one share of common stock). In June 2006, Arpeggio completed a merger with Hill International. Hill International provided fee-based project management and construction claims services worldwide, primarily serving the United States and other national governments, state and local governments, and the private sector. It was founded in 1976 and is headquartered in Philadelphia, Pennsylvania. In the merger, Arpeggio issued approximately 14.5 million shares of its common stock to Hill International’s stockholders and provided for an additional 6.6 million contingent shares issuable if certain earnings targets were achieved from 2006–2009. All of such contingent shares were issued as Hill International was successful in achieving its earnings targets. Immediately following the merger, Arpeggio’s former stockholders owned approximately 36% of Hill International and the remaining 64% was owned by Hill International’s former stockholders. The warrants issued in Arpeggio’s initial public offering were subsequently redeemed by Hill International in accordance with their terms, the result of which was Hill International receiving approximately $68 million from the exercise of such warrants. Hill International’s common stock currently trades on the New York Stock Exchange under the symbol HIL and its price has ranged from $2.35 to $19.30 following the completion of its business combination with Arpeggio, with a closing price of $5.75 on June 19, 2018. Eric S. Rosenfeld served as a director of Hill International from June 2006 to June 2010 and David D. Sgro has served as a director of Hill International since August 2016.
In October 2006, Rhapsody, a blank check company founded by Mr. Rosenfeld and David D. Sgro, our Chief Operating Officer, consummated its initial public offering, raising $41.4 million (at $8.00 per unit, each consisting of one share of common stock and one warrant to purchase one share of common stock). In July 2008, Rhapsody completed a merger with Primoris and, shortly thereafter, the company changed its name to “Primoris Services Corporation.” Primoris provided construction, fabrication, maintenance, replacement, and engineering services to public utilities, petrochemical companies, energy companies, and municipalities primarily in the United States and Canada. Primoris is headquartered in Dallas, Texas. In the merger, Rhapsody issued approximately 24.1 million shares of its common stock to Primoris’ stockholders and provided for an additional 5.0 million contingent shares issuable if certain earnings targets were achieved for 2008 and 2009. All of such contingent shares were issued as Primoris was successful in achieving its earnings targets. The warrants issued in Rhapsody’s initial public offering expired by their terms in October 2010. Primoris’s common stock currently trades on the Nasdaq Capital Market under the symbol PRIM and its price has ranged from $3.25 to $33.35 following the completion of its business combination with Rhapsody, with a closing price of $28.09 on June 19, 2018. Eric S. Rosenfeld served as a director of Primoris from the completion of its business combination in 2008 until May 2014. David D. Sgro served as a director of Primoris from 2008 to 2011.
In March 2008, Mr. Rosenfeld became the chairman of the board, chief executive and president, and Mr. Sgro became the chief financial officer, secretary and a director, of Symphony Acquisition Corp. and Staccato Acquisition Corp., two blank check companies, each formed to complete a business combination with one or more businesses or entities. Due to market conditions, neither Symphony Acquisition Corp. nor Staccato Acquisition Corp. completed its initial public offering and neither engaged in any substantive operations.
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In June 2011, Trio, a blank check company founded by Messrs. Rosenfeld and Sgro, consummated its initial public offering, raising $69.0 million (at $10.00 per unit, each consisting of one share of common stock and one warrant to purchase one share of common stock). In June 2013, Trio completed a merger with SAE and in connection therewith the company changed its name to “SAExploration Holdings, Inc.” SAE was a holding company of various subsidiaries which collectively formed a geophysical services company offering seismic data acquisition services to the oil and gas industry in North America, South America, and Southeast Asia. SAE provided a full range of services related to the acquisition of 2D, 3D and time-lapse 4D seismic data on land, in transition zones between land and water and in shallow water, as well as seismic data field processing. In the merger, the SAE common stockholders, on a fully-diluted basis, received: (i) an aggregate of 6,448,413 shares of Trio common stock at the closing; (ii) an aggregate of $7,500,000 in cash at the closing; (iii) an aggregate of $17,500,000 represented by a promissory note issued by Trio at the closing; and (iv) the right to receive up to 992,064 additional shares of Trio common stock after the closing based on the achievement of specified earnings targets by the combined company for the 2013 and/or the 2014 fiscal years. Additionally, Trio paid the holder of SAE’s outstanding Series A preferred stock an aggregate of $5,000,000 in cash for all of such securities. None of the contingent shares were issued as the specified earnings targets for 2013 and/or 2014 were not achieved. SAE’s common stock and warrants currently trade on the Nasdaq Capital Market and OTC Bulletin Board, respectively, under the symbol SAEX and SAEXW, respectively, and the price of the common stock has ranged from $0.01 to $10.32 following completion of its business combination with Trio, with a closing price of $1.33 (adjusted for the 135 for 1 reverse stock split) on June 19, 2018. Eric S. Rosenfeld and David D. Sgro served as directors of SAE from the closing of its merger in 2013 until July 2016.
In November 2013, Quartet, a blank check company founded by Messrs. Rosenfeld and Sgro, consummated its initial public offering, raising $96.6 million (at $10.00 per unit, each consisting of one share of common stock and one right). In October 2014, Quartet completed a merger with Pangaea Logistics Solutions Ltd., a growth oriented global logistics company focused on providing seaborne drybulk transportation services. It is headquartered in Newport, Rhode Island and conducts all operations through its direct and indirect subsidiaries. In the merger, the former securityholders of Pangaea received (i) 29,411,764 shares, (ii) an additional number of shares upon Pangaea achieving certain financial results following the merger and (iii) an additional 1,739,062 shares based on the number of Quartet public stockholders that sought conversion of their public shares into a pro rata portion of Quartet’s trust account (with a corresponding contribution to capital, for no consideration, from the Quartet initial stockholders of the same number of shares to be issued to the former Pangaea securityholders). None of the contingent shares were issued as the specified financial targets were not achieved. Pangaea’s common stock currently trades on the Nasdaq Capital Market under the symbol PANL, and the price of the common stock has ranged from $2.12 to $9.17 following completion of the business combination with Quartet, with a closing price of $3.16 on June 19, 2018. Eric S. Rosenfeld and David D. Sgro currently serve as directors of Pangaea.
In March 2015, Harmony, a blank check company founded by Messrs. Rosenfeld and Sgro, consummated its initial public offering, raising $115.0 million (at $10.00 per unit, each consisting of one share of common stock and one warrant to purchase one share of common stock). In July 2017, Harmony completed its business combination with NextDecade, a liquefied natural gas (“LNG”) development company focused on LNG export projects and associated pipelines in the State of Texas. In the transaction, the former members of NextDecade received an aggregate of 97,866,510 shares of Harmony common stock plus the right to receive an additional 4,893,326 shares (up to 19,573,304 shares in the aggregate) of Harmony common stock upon the achievement by NextDecade of four milestones following the transaction. NextDecade’s common stock and warrants currently trade on the Nasdaq Capital Market under the symbols “NEXT” and “NEXTW,” respectively, and the price of the common stock has ranged from $8.46 to $10.35 following consummation of the business combination with Harmony, with a closing price of $6.00 on June 19, 2018. Eric S. Rosenfeld and David D. Sgro currently serve as directors of NextDecade.