Item 8.01 Other Events.
As previously reported, on January 24, 2021, Landcadia Holdings III, Inc., a
Delaware corporation ("Landcadia"), entered into an Agreement and Plan of Merger
(as amended, the "Merger Agreement"), by and among Landcadia, Helios Sun Merger
Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of
Landcadia ("Merger Sub"), HMAN Group Holdings Inc., a Delaware corporation
("Hillman Holdco", and, together with its direct and indirect subsidiaries,
collectively, "Hillman") and CCMP Sellers' Representative, LLC, a Delaware
limited liability company in its capacity as the Stockholder Representative
thereunder. In connection with the proposed business combination between
Landcadia and Hillman (the "Business Combination"), Landcadia filed a
registration statement on Form S-4 (File No. 333-252693) (as amended, the
"Registration Statement") with the U.S. Securities and Exchange Commission (the
"SEC"). On June 24, 2021, the Registration Statement was declared effective by
the SEC and on June 25, 2021, filed a Definitive Proxy Statement/Prospectus
relating to Landcadia's special meeting scheduled to be held on July 13, 2021
(the "Definitive Proxy Statement/Prospectus"), to among other things, obtain the
approvals required to consummate the Business Combination.
Since the initial filing of the Registration Statement, purported shareholders
of Landcadia have sent demand letters in connection with the Business
Combination (the "Demand Letters").
Landcadia is including in this Current Report on Form 8-K certain supplemental
disclosures regarding the Business Combination. Landcadia and Landcadia's board
of directors believe that the allegations and claims asserted in the Demand
Letters lack merit, and that the supplemental disclosures set forth herein are
not required or necessary under applicable laws. However, solely in order to
avoid the risk of the Demand Letters delaying or otherwise adversely affecting
the Business Combination and to minimize the costs, risks, and uncertainties
inherent in defending the claims, Landcadia hereby voluntarily amends and
supplements the Definitive Proxy Statement/Prospectus, as set forth in this
Current Report on Form 8-K. Landcadia and the members of its board of directors
deny any liability or wrongdoing in connection with the Definitive Proxy
Statement/Prospectus, and nothing in this Current Report on Form 8-K should be
construed as an admission of the legal necessity or materiality under applicable
laws of any of the supplemental disclosures.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
This supplemental information should be read in conjunction with the Definitive
Proxy Statement/Prospectus, which should be read in its entirety and is
available free of charge on the Internet site maintained by the SEC at
http://www.sec.gov. Page references in the below disclosures are to pages in the
Definitive Proxy Statement/Prospectus, and defined terms used but not defined
herein have the meanings set forth in the Definitive Proxy Statement/Prospectus.
To the extent the following information differs from or conflicts with the
information contained in the Definitive Proxy Statement/Prospectus, the
information set forth below shall be deemed to supersede the respective
information in the Definitive Proxy Statement/Prospectus. New text is
underlined, and deleted text is stricken through.
The disclosure on pages 64 and 65 of the Definitive Proxy Statement/Prospectus
is hereby supplemented by amending and restating the second, third and fourth
paragraphs under the sub-heading "Jefferies has certain other interests
regarding the Business Combination that are different from, or in addition to,
the interests of our other stockholders." as follows:
Richard Handler, Chief Executive Officer and Director of JFG Sponsor and
Chairman of the board of directors, Chief Executive Officer and President of
Jefferies Group, currently serves as Co-Chairman and President of the Company.
Upon the consummation of the Business Combination, Jefferies, as thefor its role
as underwriter of our IPO, is entitled to receive $17.5 million of deferred
underwriting commission, up to$4.5 million of which willmay be allocated to
other banks that are mutually agreed between Hillman and the Company, resulting
in Jefferies receiving $13.0 million of deferred underwriting commissions. The
underwriters in our IPO waived their rights to the deferred underwriting
commission held in the trust account in the event the Company does not complete
an initial business combination within 24 months of the closing of the IPO, as
may be extended in accordance with the terms of our Current Charter.
Accordingly, if the Business Combination with Hillman, or any other initial
business combination, is not consummated by that time and the Company is
therefore required to be liquidated, the underwriters of the IPO, including
Jefferies, will not receive any of the deferred underwriting commission and such
funds will be returned to the Company's public stockholders upon its
liquidation.
Furthermore, Jefferies has been engaged by the Company as placement agent and
capital markets advisor to the Company. The Company decided to retain Jefferies
as a placement agent and capital markets advisor based primarily on
(i) Jefferies' extensive knowledge, strong market position and positive
reputation in equity capital markets, (ii) Jefferies' experienced and capable
investment banking team and (iii) Jefferies' long -standing relationship with
and affiliation with the Company and the sponsors. The Company has agreed to pay
Jefferies an aggregate fee of $8.4 million and $13.5 million in connection with
its services as placement agent,and capital markets advisor, respectively, all
of which will become payable, and is contingent upon the consummation of the
transaction. Jefferies will not receive any separate fees for its role as
capital markets advisor. In addition, under the terms of Jefferies' engagement,
the Company agreed to reimburse Jefferies for its reasonable expenses, including
fees, disbursements and other charges of counsel, and to indemnify Jefferies and
related parties against liabilities, including liabilities under federal
securities laws, relating to, or arising out of, its engagement. At the request
of one of the PIPE investors, an affiliate of Jefferies may fund an additional
$3.0 million of the Private Placement at Closing (in addition to the $25,000,000
that JFG Sponsor committed to purchase in connection with the Private Placement
on January 24, 2021).
Additionally, Jefferies and Barclays werehas been engaged by Hillman Holdco
prior to the transactions contemplated hereby to help it review strategic
alternatives, including a sale of control of Hillman. Pursuant to such
engagement, Jefferies expects to receive $6.8 million in M&A Advisory fees and
Jefferies Finance expects to receive $21.1 million in financing fees relating to
its role as joint lead arranger, joint lead bookrunner and one of the lenders,
and sole administrative agent and sole collateral agent, in New Hillman's first
lien term loan facility, a committed financing, that is being entered into in
connection with the Closingfinancing fees in the amount of $6.8 million and
$18.6 million, respectively, from Hillman, upon the Closing. In addition,
Jefferies Finance, a subsidiary of JFG Sponsor, served as joint lead arranger
and serves as administrative agent and collateral agent on Hillman Holdco's
existing senior credit facilities that are expected to be refinanced in
connection with the Closing. In connection with its role as joint lead arranger,
Jefferies Finance received an aggregate fee of approximately $9.5 million from
Hillman HoldCo in 2018. Subsequently, Jefferies Finance also received an
aggregate fee of $875,000 in connection with its role as joint lead arranger for
an add-on financing to Hillman Holdco's existing senior credit facilities.
Furthermore, Jefferies Finance is expected to be joint lead arranger, joint lead
bookrunner and one of the lenders, and sole administrative agent and sole
collateral agent, in New Hillman's first lien term loan facility that is being
entered into in connection with the Closing and expects to receive up to
$22.7 million in fees in connection with such role. Additionally, JFSI is
expected to enter into a non-speculative, interest rate swap with The Hillman
Group, Inc. in connection with New Hillman's first lien term loan facility, and
expects to receive up to $568,000an aggregate of $81,000 in fees in connection
with such transaction.
The disclosure on page 88 of the Definitive Proxy Statement/Prospectus is hereby
supplemented by adding a new sentence at the end of the fourth paragraph as
follows:
Subsequently, the parties discussed having Daniel O'Leary (who is not currently
an officer or director of Landcadia) join the board of the post-business
combination company as a nominee of Landcadia, which he agreed to do.
The disclosure on page 89 of the Definitive Proxy Statement/Prospectus is hereby
supplemented by adding a new sentence at the end of the third full paragraph as
follows:
However, neither Jefferies nor Barclays provided a formal report, opinion, or
appraisal of Hillman.
The disclosure on page 90 of the Definitive Proxy Statement/Prospectus is hereby
supplemented by adding the underlined language to the first paragraph as
follows:
On January 24, 2021, Landcadia's Board held a special board meeting via video
conference to discuss the business combination, commitments and support from
existing stockholders and prospective PIPE Investors and the terms of the
definitive agreements. Prior to the special board meeting, the members of
Landcadia's Board were made aware of certain the material conflicts of interest
that Jefferies and Mr. Handler had relating to the potential transaction with
Hillman which are described elsewhere in this proxy statement/prospectus. Mr.
Handler did not attend the special board meeting, but advised Mr. Scheinthal
prior to the meeting that he approved the proposed transaction. A representative
from Jefferies briefed the Landcadia Board on the terms of the Merger Agreement
and discussed the status of the Private Placement. A representative from JFG
Sponsor briefed the Landcadia Board on the findings of the financial and
business due diligence. A representative from White & Case briefed the Landcadia
Board on the findings of legal due diligence. Following the discussions, the
Board unanimously voted in favor of approving the Merger Agreement, the
Subscription Agreements and the transactions contemplated thereby. In approving
the transactions, the Landcadia Board determined that the aggregate fair market
value of the proposed Business Combination was at least 80% of the assets held
in the trust account. Also on January 24, 2021, Jefferies provided a disclosure
letter to Hillman, pursuant to which Hillman again acknowledged and waived
certain conflicts of interests that Jefferies had relating to the proposed
business combination with Landcadia, including the fact that JFG Sponsor,
Jefferies' ultimate parent, is a stockholder and one of the Sponsors of
Landcadia.
The disclosure on page 263 of the Definitive Proxy Statement/Prospectus is
hereby supplemented by amending and restating the first and second paragraphs
under the sub-heading "Financial, Capital Markets and Other Advisory Fees" as
follows:
Jefferies, as the for its role as underwriter of our IPO, is entitled to receive
$17.5 million of deferred underwriting commission, up to$4.5 million of which
may will be allocated to other banks that are mutually agreed between Hillman
and the Company, resulting in Jefferies receiving $13.0 million of deferred
underwriting commissions. We have agreed to pay placement agent fees and capital
markets advisory fees to Jefferies, an affiliate of JFG Sponsor, of $8.4 million
and $13.5 million, respectively, upon the Closing. At the request of one of the
PIPE investors, an affiliate of Jefferies may fund an additional $3.0 million of
the Private Placement at Closing (in addition to the $25,000,000 that JFG
Sponsor committed to purchase in connection with the Private Placement on
January 24, 2021).
Additionally, Jefferies and Barclays werehas been engaged by Hillman Holdco
prior to the transactions contemplated hereby to help it review strategic
alternatives, including a sale of control of Hillman. Pursuant to such
engagement, Jefferies expects to receive $6.8 million in M&A Advisory fees and
Jefferies Finance expects to receive $21.1 million in financing fees relating to
its role as joint lead arranger, joint lead bookrunner and one of the lenders,
and sole administrative agent and sole collateral agent, in New Hillman's first
lien term loan facility, a committed financing, that is being entered into in
connection with the Closingfinancing fees in the amount of $6.8 million and
$18.6 million, respectively, from Hillman, upon the Closing. In addition,
Jefferies Finance, a subsidiary of JFG Sponsor, served as joint lead arranger
and serves as administrative agent and collateral agent on Hillman Holdco's
existing senior credit facilities that are expected to be refinanced in
connection with the Closing. In connection with its role as joint lead arranger,
Jefferies Finance received an aggregate fee of approximately $9.5 million from
Hillman HoldCo in 2018. Subsequently, Jefferies Finance also received an
aggregate fee of $875,000 in connection with its role as joint lead arranger for
an add-on financing to Hillman Holdco's existing senior credit facilities.
Furthermore, Jefferies Finance is expected to be joint lead arranger, joint lead
bookrunner and one of the lenders, and sole administrative agent and sole
collateral agent, in New Hillman's first lien term loan facility that is being
entered into in connection with the Closing and expects to receive up to
$22.7 million in fees in connection with such role. Additionally, JFSI is
expected to enter into a non-speculative, interest rate swap with The Hillman
Group, Inc. in connection with New Hillman's first lien term loan facility, and
expects to receive up to $568,000an aggregate of $81,000 in fees in connection
with such transaction.
- END OF SUPPLEMENT TO PROXY STATEMENT -
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, Landcadia has filed a
registration statement on Form S-4 (File No. 333-252693) (the "Registration
Statement") with the U.S. Securities and Exchange Commission (the "SEC"), which
includes a proxy statement/prospectus and certain other related documents, that
is both the proxy statement to be distributed to holders of Landcadia's common
stock in connection with its solicitation of proxies for the vote by Landcadia's
stockholders with respect to the proposed Business Combination and other matters
as described in the Registration Statement, as well as the prospectus relating
to the offer and sale of the securities to be issued in the Business
Combination. The Registration Statement was declared effective by the SEC on
June 24, 2021 and Landcadia has mailed the definitive proxy statement/prospectus
and other relevant documents to its stockholders as of the Record
Date. Landcadia's stockholders, Hillman's stockholders and other interested
persons are advised to read the definitive proxy statement/prospectus and other
documents filed in connection with the proposed Business Combination, as these
materials contain important information about Hillman, Landcadia and the
Business Combination. Landcadia stockholders and Hillman stockholders may also
obtain copies of the definitive proxy statement and other documents filed with
the SEC, without charge at the SEC's website at www.sec.gov, or by directing a
request to: Landcadia Holdings III, Inc., 1510 West Loop South, Houston, Texas
77027, Attention: General Counsel, (713) 850-1010.
Participants in Solicitation
Landcadia and Hillman and their respective directors and officers may be deemed
participants in the solicitation of proxies of Landcadia's stockholders in
connection with the proposed Business Combination. A list of the names of
Landcadia's directors and executive officers and a description of their
interests in Landcadia as well as information about Hillman's directors and
executive officers is contained in the definitive proxy statement/prospectus,
which was filed with the SEC and is available free of charge at the SEC's web
site at www.sec.gov.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed Business Combination is
included in the definitive proxy statement/prospectus that Landcadia filed with
the SEC, including Jefferies Financial Group Inc.'s and/or its affiliate's
various roles in the transaction. You should keep in mind that the interest of
participants in such solicitation of proxies may have financial interests that
are different from the interests of the other participants. These documents can
be obtained free of charge from the sources indicated above.
Forward-Looking Statements Legend
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Hillman's and Landcadia's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Hillman's and Landcadia's expectations with respect to future
performance and anticipated financial impacts of the proposed Business
Combination, the satisfaction of the closing conditions to the proposed Business
Combination and the timing of the completion of the proposed Business
Combination. These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from the
expected results. Most of these factors are outside Hillman's and Landcadia's
control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the risk that the proposed business
combination disrupts Hillman's current plans and operations; (2) 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; (3) costs
related to the proposed Business Combination; (4) changes in applicable laws or
regulations; (5) the possibility that Landcadia or Hillman may be adversely
affected by other economic, business, and/or competitive factors; (6) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the merger agreement; (7) the outcome of any legal
proceedings that may be instituted against Landcadia or Hillman following the
announcement of the merger agreement; (8) 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; (9) the impact of COVID-19
on Hillman's business and/or the ability of the parties to complete the proposed
business combination; (10) the inability to obtain or maintain the listing of
the combined company's shares of common stock on Nasdaq following the proposed
transaction; or (11) 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 SEC. The
foregoing list of factors is not exclusive, and readers should also refer to
those risks that will be included under the header "Risk Factors" in the
registration statement on Form S-4 filed by Landcadia with the SEC and those
included under the header "Risk Factors" in Landcadia's Annual Report on Form
10-K/A. Readers are cautioned not to place undue reliance upon any
forward-looking statements in this document, which speak only as of the date
made. Landcadia and Hillman do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements in this document to reflect any change in its expectations or any
change in events, conditions or circumstances on which any such statement is
based.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not
constitute a solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Business Combination. This Current Report on
Form 8-K shall also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act, or an
exemption therefrom.
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