Allegro Merger Corp. to Combine with TGIF Holdings

Thank God It’s Friday….no, wait….

Allegro Merger Corp. (ALGR), Eric Rosenfeld’s sixth SPAC, announced this afternoon that they have signed a definitive agreement with privately held TGIF Holdings, LLC (“TGIF”).

While we still do not have any documents filed yet, the press release does indicate that this is a deleveraging transaction at it’s core. At closing, TGIF’s holders will receive a combination of cash and stock valued at $30 million and Allegro will assume approximately $350 million of net debt.  Furthermore, there is an earn-out of up to two million shares of Allegro common stock contingent upon achievement of specified post-closing performance metrics of the business.

Additionally, the majority owners of TGIF, funds managed by TriArtisan Capital Advisors LLC (“TriArtisan”),  and significant holder MFP Partners, L.P. (“MFP”), led by Michael F. Price, intend to roll their equity stakes by exchanging their TGIF shares for Allegro shares.

However, most importantly, the press release indicates that Allegro will be seeking an extension to it’s current completion deadline to allow for more time to close this combination. The expected new extension deadline will be March 31, 2020, so we should see an extension proxy filed shortly.

Lastly, this combination has a minimum closing condition of $30 million, which, for a ~$152 million SPAC, is very achievable.  Post-conference call and filed docs, an update will be provided along with some “Quick Takes”.

CONFERENCE CALL

A conference call will be held on Monday, November 11, 2019, at 9:00 am Eastern Standard Time to discuss the transaction.

Participants can pre-register for the conference call using the following link http://dpregister.com/10136881.
Callers who pre-register will be given a conference passcode and unique PIN to gain immediate access to the call and bypass the live operator.

Participants may pre-register at any time, including up to and after the call start time.  A recorded webcast of this presentation will also be available at http://www.allegromergercorp.com.

ADVISORS

• Allegro is represented by Graubard Miller
• TGIF is represented by Ropes & Gray LLP.
• Cantor Fitzgerald and Piper Jaffray & Co. are acting as capital market advisors to Allegro.