LEGACY ACQUISITION CORP. ANNOUNCES WARRANT AMENDMENTS
Legacy Acquisition Corp. (NYSE: LGC) recently announced an amendment to the warrant agreement in connection with its business combination with Onyx Enterprises International. The amendment allows outstanding public and certain private placement warrants to convert into cash and shares of Class A common stock, contingent upon the closing of the business combination. Legacy successfully obtained necessary consents from public warrant holders, with the transaction expected to close on November 20, 2020. The company was initially formed to support underrepresented business leaders and promote African American entrepreneurship.
- Successful completion of consent solicitation for warrant amendment.
- Business combination with Onyx Enterprises is anticipated to provide strategic growth opportunities.
- Legacy aims to serve as a role model for underrepresented business leaders.
- Potential risks related to the completion of the business combination, including legal proceedings and market volatility.
- Concerns about disruptions to operations due to the announcement and execution of the business combination.
New York, NY, Nov. 20, 2020 (GLOBE NEWSWIRE) -- Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a publicly-traded Special Purpose Acquisition Company, announced today that, in connection with the previously announced business combination (the “Business Combination”) between Legacy and Onyx Enterprises Int’l, Corp. (“Onyx”), pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated September 18, 2020, by and among Legacy, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx and Shareholder Representative Services LLC, Legacy and its warrant agent, Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”) entered into Amendment No. 1 to the Warrant Agreement, dated as of November 16, 2017 (“Warrant Amendment”).
The Warrant Amendment provides that, subject to the closing of the Business Combination, each of Legacy’s outstanding public warrants, and certain of Legacy’s private placement warrants which are beneficially owned by certain institutional investors of Legacy Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), shall no longer be exercisable to purchase one half-share of the Company’s Class A common stock, par value
Legacy solicited the consent of its public warrant holders for the Warrant Amendment through a Consent Solicitation Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2020 and mailed to warrant holders on or about November 5, 2020. On November 19, 2020, Legacy received the requisite consents to approve the Warrant Amendment.
Legacy anticipates that the Business Combination will close on November 20, 2020.
About Legacy Acquisition Corp.
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Forward-Looking Statements
This press release contains certain forward-looking statements. These forward-looking statements include Legacy’s expectations regarding the closing of the Business Combination. Legacy’s and Onyx’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,” “propose,” “plan,” “contemplate,” “may,” “will,” “might,” “shall,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional,” “opportunities” and similar expressions are intended to identify such forward-looking statements.
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 Legacy’s and Onyx’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement, (2) the outcome of any legal proceedings that may be instituted against Legacy and other transaction parties following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to the inability to satisfy conditions to closing in the Business Combination Agreement; (4) the occurrence of any event, change or other circumstance that could otherwise cause the Business Combination to fail to close; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed Business Combination; (6) the inability to obtain or maintain the listing of the post-acquisition company’s Class A common stock on the NYSE (or such other nationally recognized stock exchange on which shares of the post-acquisition company’s Class A common stock are then listed) following the proposed Business Combination; (7) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (8) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to operate cohesively as a standalone group, grow and manage growth profitably and retain its key employees; (9) costs related to the proposed Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that Onyx or the combined company may be adversely affected by other economic, business, and/or competitive factors; (12) the aggregate number of Legacy shares tendered in the tender offer by the holders of Legacy’s Class A common stock in connection with the proposed Business Combination; (13) disruptions in the economy or business operations of Onyx or its suppliers due to the impact of COVID-19; (14) the outcome of pending legal proceedings with certain Onyx stockholders; (15) potential adjustments to the unaudited non-GAAP interim financial results of Onyx; and (16) other risks and uncertainties indicated from time to time in the information statement relating to the proposed Business Combination, including those under “Risk Factors” therein, and in Legacy’s other filings with the SEC, including the Definitive Information Statement on Schedule 14C and the Schedule TO that were filed with the SEC in connection with the Business Combination. Legacy cautions that the foregoing list of factors is not exclusive. Legacy cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Legacy does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Legacy/Investors:
Dawn Francfort / Brendon Frey
ICR
PARTSiDIR@icrinc.com
Media:
Keil Decker
ICR
PARTSiDPR@icrinc.com
FAQ
What is the purpose of Legacy Acquisition Corp's business combination with Onyx Enterprises?
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