Allegro Merger Corp. to Combine with TGIF Holdings
by Kristi Marvin on 2019-11-08 at 4:08pm

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.

 

Recent Posts
by Nicholas Alan Clayton on 2024-03-28 at 7:47am

At the SPAC of Dawn Fed Chair Jerome Powell has given new hints that the administration would be showing greater levels of comfort with inflation if a cut could help improve unemployment numbers. Those numbers could get an update today at 8:30 am ET to bring new jobless claims as well as final prices for...

by Nicholas Alan Clayton on 2024-03-27 at 1:31pm

News and Rumors CNBC: Former WeWork (OTC Pink:WEWKQ) founder Adam Neumann has offered to buy back control of the company for $500 million but has yet to secure the necessary financing. WeWork went public with BowX in October 2021. PR: Satellite telecom firm Spire Global (NYSE:SPIR) has signed an agreement to build and launch two...

by Nicholas Alan Clayton on 2024-03-27 at 11:38am

Bannix (NASDAQ:BNIX) has entered into a definitive agreement to combine with VisionWave Technologies for $30 million. The combined company is expected to trade on the Nasdaq once the deal is completed with an initial outside date of September 14. Transaction Overview Bannix has about $17 million in its trust after seeing 77.4% of its shares...

by Nicholas Alan Clayton on 2024-03-27 at 7:33am

At the SPAC of Dawn Much of the attention yesterday was on tracking the swings of the newly-completed Trump Media (NASDAQ:DJT) deal with the FT going as far to suggest it may “make SPACs great again.” Not all of the day’s data points were on the positive side of the ledger, however. IB Acquisition Corp....

by Nicholas Alan Clayton on 2024-03-26 at 1:52pm

News and Rumors SpaceNews: Boeing (NYSE:BA) has sued Virgin Galactic (NASDAQ:SPCE) alleging the space tourism venture refused to pay $25 million it owed for design work and violated Boeing’s intellectual property rights. Virgin Galactic combined with Social Capital Hedosophia in 2019. Bloomberg: The most popular options contract for Trump Media (NASDAQ:DJT) predicts it to plunge...

logo

Copyright © 2023 SPACInsider, Inc. All Rights Reserved