Legacy Acquisition - LGC.U
64,599,000 left in trust June 2020 10Q
July 20, 2020 – Legacy terminated Blue Valor Limited, Hong Kong (“Blue Valor”), and Legacy,Legacy further announced that it isproceeding to evaluate alternative business combinations.
May - reaffirming its intention to pursue a business combination transaction with the Blue Impact business
The Seller has agreed to make an additional loan of $0.03 per share if the outside date to complete the business combination is extended to May 20, 2020. So trust would be ~10.44 or 10.47?
trust account as of March 20, 2020 of approximately $305,023,367.98, the estimated per share redemption price, less amounts to be withdrawn, would have been approximately $10.41. As described herein, because we expect to extend the deadline for completion of the business combination to May 20, 2020 in due course, Legacy has until such date to complete an initial business combination. The above trust balance includes Seller loans (only to the extent relating to the outstanding shares of Class A common stock) of $4,395,777.00 previously made in connection with the stockholders’ approval of five extensions of the deadline to complete an initial business combination (i) from November 21, 2019 to December 21, 2019; (ii) from December 21, 2019 to January 21, 2020; (iii) from January 21, 2020 to February 20, 2020; (iv) from February 20, 2020 to March 21, 2020; and (v) from March 21, 2020 to April 20, 2020.
Unit = 1 com + 1 wt.
Two warrants + 11.50 > 1 common. Call > 18 twenty of thirty days.
Trust = $10.00
IPO date 11/17/17
Expiration 11/22/19. 24 months from closing.
Sponsor: Legacy Acquisition
Joint Book-Running Managers: Wells Fargo Securities, Cantor Fitzgerald & Co., Stifel. Co-Manager Loop Capital Markets
From S1-A Preliminary Prospectus DATED NOVEMBER 8, 2017
The Legacy Team is comprised of more than 20 senior business professionals.....Many of the Legacy Team members have worked together in the past as executive leaders and senior managers while generating significant shareholder value for Procter & Gamble. Other Legacy Team members have worked in leading consumer-oriented companies, including Pepsi, Maytag, and Coty.
Examples of the transactions in which our management team played an integral role include:
• Procter & Gamble’s acquisition of Clairol, expanding Procter & Gamble’s entry into the hair color category;
• Procter & Gamble’s acquisition of Gillette, establishing Procter & Gamble’s entry into the razor and blade category and substantially increasing its scale in retail;
• Coty’s acquisition of Sally Hansen, establishing Coty’s entry into the nail category with the number one North American brand;
• Coty’s acquisition of Philosophy, allowing Coty to expand into North American skin care with the number one brand on QVC; and
• Coty’s acquisition of OPI, allowing Coty to broaden its reach into long-ware nail polish and nail salon retailing with the number one salon brand.
Edwin J. Rigaud has served as our Chairman and Chief Executive Officer since inception and has more than 40 years of business experience across a multitude of operating and leadership roles. In 2007, Mr. Rigaud founded EnovaPremier and commenced operations through the acquisition of the assets of T&WA, Inc. Since that time he has served as the Chief Executive Officer of EnovaPremier while guiding that company to a position as one of the leading providers of automotive pre-assembly services in the United States. Prior to founding EnovaPremier, Mr. Rigaud served in numerous operating and management capacities at Procter & Gamble from 1965 to 2001.
Mr. Rigaud has served on the Board of the Federal Reserve Bank of Cleveland
Darryl T. F. McCall has served as our President and COO since inception and is our director nominee. With more than 35 years of domestic and international operating experience with consumer products businesses, Mr. McCall will provide us with a broad range functional expertise and executive leadership experience. Mr. McCall served as Executive Vice President and Executive Committee member at Coty, Inc. from 2008 to 2014 where his key responsibilities involved the management of numerous global manufacturing facilities and distribution centers. During his tenure at Coty, Mr. McCall also held major responsibilities related to the integration of 5 acquired businesses and helped lead the company through its $1.0 billion initial public offering in 2013. Prior to joining Coty, Mr. McCall held numerous positions at Procter & Gamble from 1978 to 2008. From 2007 to 2008, Mr. McCall was Product Supply Vice President — Global Fabric Care, leading a global organization comprised of more than 35 manufacturing operations centers and more than 16,000 employees. From 2005 to 2006, Mr. McCall served as General Manager of Procter & Gamble’s Global Personal Cleansing Care Division which oversees brands such as Camay®, Gillette®, Ivory®, Olay®, Old Spice®, and Zest®. Mr. McCall also held significant responsibilities for integrating certain of Procter & Gamble’s large acquisitions. Notable examples include the leadership of the supply chain integration of Gillette® and Wella®. Over the course of his career Mr. McCall has managed operations in Belgium, Canada, the United Kingdom, France, Switzerland and the United States. He also is a member of the Board of Directors for HCP Packaging.
William C. Finn has served as our Chief Financial Officer since August 2016. Mr. Finn has worked in the Commercial Finance Industry for more than 29 years. Mr. Finn has worked as a senior executive for several financial institutions, including National City Bank (Senior Vice President, May 2000 to April 2007), Wintrust Financial Corporation (Executive Vice President, April 2007 to November 2010) and Fifth Third Bank (Senior Vice President, November 2010 to January 2016). Over the course of his career, Mr. Finn has completed traditional commercial banking transactions for numerous privately-held and publicly-listed companies whose annual sales ranged from $10 million to $10 billion. Since January 2016, Mr. Finn has engaged in international business development activities as a shareholder of two companies: Isovac Products, a company that manufactures products that provide Chemical/Biological/Radiological isolation, containment and protection; and GSD Innovations, a technology distribution company that focuses primarily on domestic and international renewable energy, clean water and humanitarian efforts. In addition, since 2015, Mr. Finn has served as Managing Member of W.C. Financial, a boutique consulting firm that focuses on securing project financing for domestic and international opportunities related to renewable energy, clean water and infrastructure, ranging from $50 million to $5 billion.
Steven A. Davis, our director nominee, served as Chairman of the Board and Chief Executive Officer of Bob Evans Farms, Inc. from 2006 to 2014. Bob Evans Farms is a diversified and integrated restaurant and packaged foods company. Before joining Bob Evans Farms, Mr. Davis served as the President of Long John Silver’s and A&W All-American Food at Yum! Brands from 2002 to 2006. Prior to his position as President of those businesses, he served in a variety of operations management and other senior executive positions within Yum! Brands, including Senior Vice President of Pizza Hut. Prior to that, Mr. Davis was employed by Kraft General Foods in a series of brand leadership positions, launching several successful new products, new packaging and business building marketing campaigns for household brands such as Budget Gourmet®, Philadelphia® Cream Cheese, and Velveeta®!!!!!. Mr. Davis also has significant board experience. From 2006 to 2009, Mr. Davis served as a director of CenturyLink, a publicly-traded telecommunications firm. From 2009 to 2015, he served on the board of directors of the Walgreen Co., one of the world’s largest drugstore chains, as the Nominating and Corporate Governance Chair and on the Compensation and Finance Committees. Since July 2013, Mr. Davis has served as a member of the board of directors and as a member of the audit committee and the corporate governance and nominating committee for Marathon Petroleum Corporation, a U.S.-based refiner and distributor of gasoline. In 2015, Mr. Davis joined the board of directors for the Albertsons Companies, a food and drug retailer operating under banners such as Albertsons®, Randalls®, and Safeway®. In 2017, Mr. Davis will join the board of directors for Sonic Corporation, one of the United States’ largest chains of drive-in restaurants.
Richard White, our director nominee, has served as chief executive officer of Aeolus Capital Group Ltd., a financial and strategic management advisory firm, since May 2017. Mr. White served as Managing Director and head of Oppenheimer & Co. Inc.’s. Private Equity and Special Products Department from 2004 until April 2017. From 1997 until 2002, Mr. White was a Managing Director of CIBC Capital Partners, the private equity merchant banking division of Canadian Imperial Bank of Commerce, the successor by acquisition of Oppenheimer & Co., Inc. From 1985 until 1997, Mr. White was a Managing Director and one of approximately 30 General Partners of Oppenheimer & Co. Inc. Mr. White was responsible for founding and building several of its investment banking industry groups including consumer products, business services, industrials, technology, gaming and leisure, and real estate. Mr. White also headed Oppenheimer’s mergers and acquisitions department. Mr. White is a CPA. Mr. White is Chairman of the Board of Directors of Escalade, Incorporated, a sporting goods company (NASDAQ: “ESCA”) and Lead Independent Director of G-III Apparel Group Ltd., a manufacturer, retailer, and distributor of apparel (NASDAQ: “GIII”).
Sengal Selassie, our director nominee, is Co-Chief Executive Officer and Co-Founder of Brightwood Capital Advisors, LLC, or Brightwood, an investment advisory firm providing debt and equity capital solutions to U.S. based companies with EBITDA of $5 million to $75 million. Brightwood currently manages more than $3 billion in assets and Mr. Selassie has been involved in all phases of Brightwood’s development since its founding in March 2010. He is a member of the firm’s executive committee and serves on the investment committee of all Brightwood managed funds. Prior to forming Brightwood, Mr. Selassie led a spinout from SG Capital Partners LLC, or SG Capital, co-founding Cowen Capital Partners, LLC, or Cowen Capital, where he served as Managing Partner from 2006 to 2009. At SG Capital, he was a Managing Director and served as group head starting in 2002. While at Cowen Capital and SG Capital, Mr. Selassie led more than 25 investments in 11 portfolio companies and served on a number of portfolio company boards. Prior to SG Capital, Mr. Selassie worked in the Mergers & Acquisitions Group at Morgan Stanley where he helped media and telecommunications companies execute strategic transactions from 1996 to 1998. He began his career in the Corporate Finance Group of the Investment Banking Division of Goldman Sachs in 1990. He is a member of the New York and Connecticut Bar Associations.
Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $300.0 million or $345.0 million if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee.
Our sponsor, Legacy Acquisition Sponsor I LLC (which we refer to as our “sponsor” throughout this prospectus) has committed to purchase an aggregate of 17,500,000 warrants (or 19,300,000 warrants if the over-allotment option is exercised in full) at a price of $0.50 per warrant ($8,750,000 in the aggregate, or $9,650,000 if the over-allotment option is exercised in full) in a private placement ....Prior to this offering, our sponsor purchased 8,625,000 shares of Class F common stock (up to 1,125,000 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). The shares of Class F common stock, which we also refer to as founder shares, will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the business combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination or pursuant to securities issued to our sponsor or affiliates upon conversion of working capital loans.