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 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.
At the SPAC of Dawn Lately de-SPACs have been announcing corporate moves of a kind frequently in trios as was the case earlier this week when WeBull (NASDAQ:BULL), AST SpaceMobile (NASDAQ:ASTS) and Quantum-Si (NASDAQ:QSI) all announced major equity raises. This week, it is a trio of de-SPACs making reverse stock splits in unison, which is...
A look at Plus’ software-first approach to autonomous trucking. After years of investment and excitement, the dawn of self-driving cars and trucks is now here. The question now is which business model among autonomous driving technology companies will win out? This week, we speak with David Liu, CEO of autonomous trucking company Plus. Plus announced...
At the SPAC of Dawn One thing that SPAC investors can typically count on while their money is invested in a SPAC’s trust is that it is going to grow one way or the other between now and their next redemption opportunity, but the devil can occasionally be in the details. In 2024, it became...
Thunderstone has filed for a $50 million SPAC to put a new first-time Asia-based team in action on a generalist hunt. The new SPAC is offering investors a right to a 1/8 share in each unit with 18 months to initially complete a business combination. It is the 8th fresh S-1 filed with underwriter D....
At the SPAC of Dawn In a trading session that may find itself built around the release of Fed minutes at 2 pm ET this afternoon, a pair of SPAC targets have added their own fresh information to the mix. Enterprise AI firm Fusemachines, which has a pending combination with CSLM (OTC:CSLMF), put out a...