Allegro Merger Corporation*

Allegro Merger Corporation*

Oct 19, 2020 by viktoria.v

PROPOSED BUSINESS COMBINATION: TGIF Holdings (TGI Fridays)


ESTIMATED CURRENT FUNDS in TRUST: $115.4 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.33*
ENTERPRISE VALUE: $475.4 million

 

*SPACInsider estimate a/o 3-29-20

Allegro Merger Corp. proposes to acquire TGIF Holdings, LLC (“TGIF” or “Fridays”), an American casual dining bar and grill concept founded in 1965.  Fridays has locations in over 55 countries, including 442 international franchised units and 396 domestic units (144 company owned and 252 franchised).  System-wide sales for the twelve months ended September 30, 2019 were approximately $2.0 billion and the average annual unit volume (AUV) was approximately $2.7 million.

Highlights

  • Leader in international franchising with more than half of its approximately 840 restaurants located outside of the U.S.
  • 83% of TGIF’s restaurants are franchised, and franchising and licensing account for over 70% of total profitability
  • Significant consumer packaged goods licensing stream
  • Experienced management team led by former Ignite, Au Bon Pain and Ruby Tuesday CEO and longtime Fridays veteran, Ray Blanchette

Transaction Overview

Allegro intends to hold a shareholders meeting to extend the investment period of the SPAC to March 31, 2020

  • TGIF’s holders will receive a combination of cash and stock valued at $30 million to be determined at the option of the
    equityholders, subject to the requirement that at least 40% of such aggregate consideration is received in shares of Allegro common stock.
  • Allegro will assume approximately $350 million of net debt.
  • The majority owners of TGIF, funds managed by TriArtisan Capital Advisors LLC (“TriArtisan”), expect to exchange a majority of their ownership in the TGIF business for shares of Allegro and significant holder MFP Partners, L.P. (“MFP”), led by Michael F. Price, intends to exchange all of its ownership in the TGIF business for shares of Allegro.
  • Earn-out:  an additional two million shares of Allegro common stock contingent upon achievement of specified post-closing performance metrics of the business.
  • This transaction is expected to allow the TGIF business to delever its balance sheet and provide it with the capital to fund future growth.

Earn-out

The equityholders of TGIF and Midco will also have the right to receive up to 2,000,000 shares of Allegro common stock if

  • Allegro’s EBITDA equals or exceeds $70,000,000 as reported in Allegro’s annual report on Form 10-K for the year ended December 31, 2020, December 31, 2021, or December 31, 2022 or
  • the reported last sale price of Allegro’s common stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 consecutive trading days at any time after the closing of the Transactions and prior to December 31, 2022.

Sponsor Promote and Private Placement Purchase

  • Sponsor holds 3,737,500 promote shares
  • Sponsor private placement purchase:  372,500 units at IPO
  • None to be forfeited and cancelled, however, Cowen is entitled to 796,875 Founder Shares and up to 478,125 additional Founder Shares, per the “Facilitation Fee” (see below)

Notable Conditions to Closing

  • $30 million minimum cash closing condition after deducting:
    • all amounts to be paid to Converting Stockholders from the Trust Fund
    • all amounts due in respect of loans made to Section the Company’s financial advisory, legal, accounting and other transaction expenses (up to $1,500,000)
    • the Buyer’s financial advisory, legal, accounting and other transaction expenses
    • the Facilitation Fee to Cowen (see below) and
    • the amount of the Cash Consideration – $30,000,000

Notable Conditions to Termination

  • By either Allegro or TGIF if the Transactions are not consummated on or before March 31, 2020

Lock-up

For all shares of Allegro’s common stock received as part of the closing consideration, which terminates on the earlier of:

  • December 15, 2020
  • Allegro’s completion of a liquidation, merger, stock exchange, or other similar transaction that results in all holders of Allegro’s common stock having the right to exchange their shares of Allegro common stock for cash or other property, or
  • the reported closing sale price of Allegro’s common stock on Nasdaq equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for a period of 20 consecutive trading days during a 30-trading day period commencing at least 150 days after the closing of the Transactions.

Facilitation Fee

At the Closing, Cowen and Company, LLC shall be entitled to receive the amounts set forth below (collectively,the “Facilitation Fee”):

  • cash equal to $3,800,000
  • an aggregate of 796,875 Founder Shares, transferred from the Founders pro rata; and
  • an aggregate of up to an additional 478,125 Founder Shares transferred from the Founders pro rata if the Buyer requests assistance from Cowen and Company, LLC or an Affiliate of the Company to locate additional investors or otherwise secure sufficient additional capital to satisfy the Minimum Cash Closing Condition, with the number of additional Founder Shares transferred to be determined as follows
    • the product of (i) 478,125 Founder Shares and (ii) the quotient of (x) the actual dollar amount of capital invested in
      Buyer directly attributable to the efforts of Cowen and Company, LLC divided by (y) the Adjusted Minimum Cash Closing Amount.
      provided, that, for a period of one (1) year after the Closing, all Founder Shares so transferred shall remain in escrow and continue to be subject to the restrictions on transfer applicable to such shares as set forth in the Final Prospectus.

Allegro Merger Corp transaction summary 2-11-20

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.

 

ALLEGRO MANAGEMENT & BOARD


Executive Officers

Eric S. Rosenfeld, 60
CEO

From May 2014 until its merger with NextDecade in July 2017, Mr. Rosenfeld served as the chairman of the board and chief executive officer of Harmony and has served as a member of the board since its merger with NextDecade. Mr. Rosenfeld served as Quartet’s chairman of the board and chief executive officer from its inception in April 2013 until its merger with Pangea in October 2014, and has served as a director of Pangaea since such time. Mr. Rosenfeld was chairman of the board and chief executive officer of Trio from its inception in June 2011 until its merger with SAE in June 2013 and has served as a director of SAE since such time. From April 2006 until its business combination with Primoris in July 2008, Mr. Rosenfeld served as the chairman of the board, chief executive officer and president of Rhapsody and served as a director of Primoris from the completion of its business combination until May 2014. From its inception in April 2004 until its business combination with Hill International in June 2006, he was the chairman of the board, chief executive officer and president of Arpeggio and served as a director of Hill International from the time of the business combination until June 2010. Mr. Rosenfeld has been the president and chief executive officer of Crescendo Partners, L.P., a New York-based investment firm, since its formation in November 1998. He has also been the senior managing member of Crescendo Advisors II LLC, the entity providing us with general and administrative services, since its formation in August 2000. Mr. Rosenfeld is currently chairman of the board of CPI Aerostructures, Inc. a NYSE MKT-listed company engaged in the contract production of structural aircraft parts for fixed wing aircraft and helicopters in both the commercial and defense markets. He became a director in April 2003 and chairman in January 2005. Mr. Rosenfeld has also served on the board of Cott Corporation, a NYSE-listed beverage company, since June 2008 and is currently the Lead Independent Director. Since December 2012, Mr. Rosenfeld has been a board member of Absolute Software Corporation, a Toronto Stock Exchange listed provider of security and management for computers and ultra-portable devices. Mr. Rosenfeld has served as a board member of Aecon Group Inc., a Toronto Stock Exchange listed provider of construction and infrastructure development services, since June 2017. Prior to forming Crescendo Partners, Mr. Rosenfeld had been managing director at CIBC Oppenheimer and its predecessor company Oppenheimer & Co., Inc. since 1985. He was also chairman of the board of Spar Aerospace Limited, a company that provides repair and overhaul services for aircraft and helicopters used by governments and commercial airlines, from May 1999 through November 2001, until its sale to L-3 Communications. He served as a director of Hip Interactive, a Toronto Stock Exchange-listed company that distributed and developed electronic entertainment products, from November 2004 until July 2005. Mr. Rosenfeld also served as a director of AD OPT Technologies Inc., which was a Toronto Stock Exchange-listed company from April 2003 to November 2004, when it was acquired by Kronos Inc. Mr. Rosenfeld also served as a director and head of the special committee of Pivotal Corporation, a Canadian-based customer relations management software company that was sold to Chinadotcom in February 2004. He was a director of Sierra Systems Group, Inc., a Toronto Stock Exchange-listed information technology, management consulting and systems integration firm based in Canada from October 2003 until its sale in January 2007. From October 2005 through March 2006, Mr. Rosenfeld was a director of Geac Computer Corporation Limited, a Toronto Stock Exchange and NASDAQ-listed software company, which was acquired by Golden Gate Capital. He was also a director of Emergis Inc., a Toronto Stock Exchange-listed company that enables the electronic processing of transactions in the finance and healthcare industries, from July 2004 until its sale to Telus Corporation in January 2008. Mr. Rosenfeld also served on the board of Matrikon Inc. a Toronto Stock Exchange-listed provider of solutions for industrial intelligence, from July 2007 until its sale to Honeywell International, Inc. in June 2010. He was also a member of the board of Dalsa Corporation, a Toronto Stock Exchange-listed company that designs and manufactures digital imaging products, from February 2008 until its sale to Teledyne in February 2011. From October 2005 until its final liquidation in December 2012, he was the chairman of the board of Computer Horizons Corp., quoted on the OTCBB, that, before the sale of the last of its operating businesses in February 2007 (at which time it was NASDAQ-listed), provided information technology professional services with a concentration in sourcing and managed services. Mr. Rosenfeld is a regular guest lecturer at Columbia Business School and has served on numerous panels at Queen’s University Business Law School Symposia, McGill Law School, the World Presidents’ Organization and the Value Investing Congress. He is a senior faculty member at the Director’s College. He has also been a guest host on CNBC. Mr. Rosenfeld received an A.B. in economics from Brown University and an M.B.A. from the Harvard Business School.


Adam H. Jaffe, 27
Chief Financial Officer

Mr. Jaffe joined Crescendo Partners, LP in February 2018 as the fund’s controller and Chief Compliance Officer. Mr. Jaffe also serves as the controller and Chief Compliance Officer for Jamarant Capital, L.P., an investment firm founded in 2015. Prior to joining Crescendo Partners LP, Mr. Jaffe was the Senior Fund Accountant for the real estate private equity fund, GTIS Partners LP, from September 2016 to February 2018. While at GTIS Partners, Mr. Jaffe focused on the development of residential homes, land development, and single-family homes for rental properties across the United State and Brazil. From September 2014 to September 2016, Mr. Jaffe worked at EisnerAmper LLP. Mr. Jaffe received a B.S. in Accounting from The Pennsylvania State University, with a minor degree in Finance. He is a New York State Certified Public Accountant (CPA).


Board of Directors

David D. Sgro, 41
Chairman of the Board of Directors & COO

Mr. Sgro served as Harmony’s chief operating officer and secretary since its inception in May 2014 until its merger with NextDecade in July 2017 and as a director from May 2014 to August 2016 and then again since its merger with NextDecade. Mr. Sgro served as Quartet’s chief financial officer, secretary and a member of its board of directors from April 2013 until its merger with Pangaea in October 2014 and has served as a director of Pangaea since such time. Mr. Sgro served as Trio’s chief financial officer, secretary, and a member of its board of directors from its inception in June 2011, until its merger with SAE in June 2013 and served as a director of SAE from that time through July 2016. From April 2006 to July 2008, Mr. Sgro served as the chief financial officer of Rhapsody and from July 2008 to May 2011, Mr. Sgro served as a director of Primoris. Mr. Sgro has been a Senior Managing Director of Crescendo Partners, L.P. since December 2014, and has held numerous positions with Crescendo Partners since December 2005. Mr. Sgro has served as the director of research for Jamarant Capital, L.P., a private investment partnership, since January 2016. Mr. Sgro also currently serves on the boards of; Hill International Inc., a NYSE listed construction project management firm and BSM Technologies, Inc., a TSX listed GPS enabled fleet management service provider. Mr. Sgro served on the boards of Bridgewater Systems, Inc., a TSX listed telecommunications software company, from June 2008 until its sale to Amdocs in August 2011 and Imvescor Restaurant Group, a TSX listed restaurant franchisor, from March 2016 until its sale to MYR Group in February 2018. Mr. Sgro served on the board of directors of COM DEV International Ltd., a global designer and manufacturer of space hardware from April 2013 to February 2016. From August 2003 to May 2005, Mr. Sgro attended Columbia Business School. From June 1998 to May 2003, he worked as an analyst and then senior analyst at Management Planning, Inc., a firm engaged in the valuation of privately held companies. Simultaneously, Mr. Sgro worked as an associate with MPI Securities, Management Planning, Inc.’s boutique investment banking affiliate. Mr. Sgro received a B.S. in Finance from The College of New Jersey and an M.B.A. from Columbia Business School. In 2001, he became a Chartered Financial Analyst (CFA) Charterholder. Mr. Sgro is a regular guest lecturer at The College of New Jersey and Columbia Business School.


John P. Schauerman, 61
Director

Mr. Schauerman served as a member of Harmony’s board of directors from July 2014 until its merger with NextDecade. Mr. Schauerman has served as a director of Primoris since November 2016. He previously served as executive vice president, corporate development of Primoris from February 2009 to May 2013, and served as a Director of Primoris from July 2008 to May 2013. He served as the chief financial officer of Primoris from February 2008 to February 2009. He also served as a director of Primoris and its predecessor entity from 1993 to July 2008. He joined Primoris’ wholly-owned subsidiary,


Adam J. Semler, 53
Director

Mr. Semler served as a member of Harmony’s board of directors from July 2014 until its merger with NextDecade. Mr. Semler joined York Capital Management, LLC, an investment management fund, in 1995 and held several positions with the firm, most recently holding the position of chief operating officer and member of its managing partner until he retired in December 2011. While at York Capital Management, he was responsible for all financial operations of the firm. During this time, he also served as chief financial officer and secretary of York Enhanced Strategies Fund, LLC, a closed ended mutual fund. Previously, he was at Granite Capital International Group, an investment management firm, where Mr. Semler was responsible for the accounting and operations function for its equity products. He also previously worked as a senior accountant at Goldstein, Golub, Kessler & Co., where Mr. Semler specialized in the financial services industry, as well as a senior accountant at Berenson, Berenson, Adler. Mr. Semler has also served on the Board of Hebrew Public, a not for profit charter school network, since May 2015. Mr. Semler is a C.P.A. and received a B.B.A. from Emory University.


Leonard B. Schlemm, 65
Director

Mr. Schlemm has served as the chairman of Myca Health Inc., a medical software company focused on primary care practices across the United States, since May 2013 and a member of its board since 2008. Mr. Schlemm has also served as the Chairman and CEO of SNFW Fitness B.C. Ltd., the largest fitness center chain in British Columbia, since __________. Mr. Schlemm is also the co-founder and a board member in a number of fitness center companies across Canada and Europe, including The Atwater Club (since February 2002) and The Mansfield Clubs (since 2005). He also served as chairman of the board of AD OPT Technologies from November 2002 until April 2004. From November 1999 until its merger with Netpulse Communications and E-Zone Networks in November 2000, he served as chairman of the board of Xystos Media Networks, an interactive media company with three million users under long-term contract. Mr. Schlemm was a co-founder of 24 Hour Fitness, one of the world’s largest privately owned and operated fitness center chains, sold to private equity investors in June 2014 for $1.9 billion, and was its chairman from September 1986 until July 1997. From June 1996 to January 1999, Mr. Schlemm served as a member of the board of directors of Forza Limited, a European fitness equipment distribution company. Mr. Schlemm was a member of the board of directors of Arpeggio from its inception in April 2004 until its merger in June 2006 and was a member of the board of directors of Rhapsody from its inception in April 2006 until its merger in July 2008. Mr. Schlemm received a Bachelor of Commerce degree from McGill University (great distinction) and an M.B.A. from Harvard University (with distinction). He also received his Chartered Accountant designation in Canada in 1975.


Robert Michael Deluce, 39
Director

Mr. Deluce has a long history in aviation, both professionally and personally. In 2002, Mr. Deluce co-founded Porter Airlines, Inc., a regional airline headquartered at Billy Bishop Toronto City Airport on the Toronto Islands in Toronto, Ontario, Canada, and was instrumental in the strategic development of its business plan. Mr. Deluce continues to have a central role in defining Porter’s strategy and has direct responsibility for all commercial aspects of the business, including sales, marketing, revenue management, network planning and technology functions. Prior to joining Porter, Mr. Deluce was in Global Trading at Scotia Capital. Since May 2016, Mr. Deluce has served on the Board of Directors of UBS Bank Canada. He holds an MBA from University of Western Ontario’s Ivey School of Business.