PROPOSED BUSINESS COMBINATION: Onyx Enterprises Int’l Corp. (REPLACES ORIG. TRANSACTION)
ESTIMATED CURRENT FUNDS in TRUST: $64.4 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.51*
ENTERPRISE VALUE: $331.1 million
Legacy Acquisition Corp. proposes to combine with Onyx Enterprises Int’l Corp. Onyx is the owner and operator of, among other verticals, “CARiD.com,” a leading digital commerce platform for the automotive aftermarket. Upon the closing of the transaction, Legacy will change its name to PARTS iD, Inc. and is expected to remain listed on the NYSE.
Onyx has developed a proprietary technology platform for digital commerce and fulfillment, relying on insights extracted from over 14 billion data points related to car parts, a physical footprint network comprising over 2,500 shipping locations, nearly 5,000 active brands, and machine-learning algorithms for complex fitment industries such as vehicle parts and accessories. Onyx’s proprietary fitment data and algorithms used in CARiD.com and other such verticals (such as MOTORCYCLEiD, TRUCKiD and BOATiD) compiled over the past decade, combined with its substantial investments in artificial intelligence and machine learning, provide online consumers with an enhanced user experience featuring a breadth of offerings and service levels (including search capabilities, training and learning, and provision of data to suppliers to enhance their product information), positioning it as a leader in the $400+ billion auto aftermarket industry.
Onyx Investment Highlights
- Tech-enabled digital commerce platform focused on transforming the automotive aftermarket parts industry and related industry verticals.
- Ideally positioned to capitalize on the surge in eCommerce adoption and digital enablement of industry supply chains.
- Highly scalable business driven by a low-cost structure and a capital-efficient inventory model.
- Untapped automotive aftermarket opportunity of $400+ billion with additional large value streams ready to be unlocked.
Legacy will acquire
- (i) all of the outstanding shares of preferred stock of Onyx for an aggregate of $20.0 million cash, and
- (ii) all of the outstanding shares of common stock of Onyx for an aggregate of approximately $265.0 million (or approximately 26.5 million) in shares of Class A common stock of Legacy.
- The consideration payable with respect to Onyx’s common stock would be subject to adjustment, including based on Onyx’s net working capital and related transaction expenses at closing.
In connection with the signing of the business combination agreement, Legacy’s sponsor, Legacy Sponsor I, LLC (its “Sponsor”), has delivered to Onyx a sponsor support agreement, pursuant to which, among other things, the sponsor has agreed to
- (i) vote in favor of the transactions contemplated by the business combination agreement,
- (ii) forfeit 3,000,000 of its shares of Legacy’s Class F common stock, and
- (iii) forfeit 14,587,770 of its private placement warrants to purchase shares of Legacy’s Class A common stock, each as partial consideration for deferred shares to be later issued by Legacy to Sponsor pursuant to the terms of the sponsor support agreement.
- In addition, the Sponsor may forfeit up to a maximum of 3,250,000 additional shares of Legacy’s Class A common stock based on the gross amount of cash held by Legacy immediately prior to closing and the extent to which Legacy’s transaction expenses exceed $16.4 million;
- provided that the Sponsor shall have the ability to earn back up to 50% of such additional forfeited shares based on the average trading share price of Legacy’s Class A common stock over a 730 calendar day period immediately following closing.
WARRANT SUPPORT AGREEMENT
Legacy entered into warrant holder support agreements with the holders of approximately 19,500,000 (or approximately 65%) of Legacy’s warrants sold as part of the units in its initial public offering, to provide for certain amendments (the “Warrant Amendments”) to the Warrant Agreement
The Warrant Amendments will provide, among other things, that:
- each outstanding public warrant and 2,912,230 outstanding warrants issued to the Sponsor in the private placement that closed simultaneously with Legacy’s initial public offering but which are beneficially owned by certain institutional investors of Sponsor shall no longer be exercisable to purchase one-half share of Class A common stock of Legacy for $5.75 per half-share and instead shall be converted solely into the right to receive
- (i) if, at the closing of the proposed transaction with Onyx, the aggregate gross cash in the trust fund, plus the aggregate gross proceeds received by Legacy pursuant to any financing is at least equal to $60,000,000, $0.35 in cash and 0.065 of a share of Class A Common Stock of Legacy,
- (ii) if, at the closing of the proposed transaction with Onyx, the aggregate gross cash in the trust fund, plus the aggregate gross proceeds received by Legacy pursuant to any financing is less than $60,000,000, but at least equal to $44,000,000, $0.25 in cash and 0.075 of a share of Class A Common Stock of Legacy, or
- (iii) if, at the closing of the proposed transaction with Onyx, the aggregate gross cash in the trust fund, plus the aggregate gross proceeds received by Legacy pursuant to any financing is less than $44,000,000, $0.18 in cash and 0.082 of a share of Class A Common Stock of Legacy.
- As the Warrant Amendments require the approval by holders of at least 65% of Legacy’s public warrants, the Warrant Holder Support Agreements principally assure the vote in favor of the Warrant Amendments and, therefore, Legacy expects that the Warrant Amendments will be approved.
- In connection with the Warrant Amendments, Legacy’s Sponsor has agreed to forfeit 14,587,770 private placement warrants held by it of record and beneficially owned by it.
- Certain institutional investors of Sponsor, who are the beneficial owners of the remaining 2,912,230 private placement warrants in the aggregate (which are held of record by the Sponsor), will receive the same consideration as the public warrants;
- provided, that if such beneficial owners cease to beneficially own any of such private placement warrants for any reason, such Private Placement Warrants shall revert back to the Sponsor and shall be forfeited.
NOTABLE CONDITIONS TO CLOSING
- Mailing of the information statement to Legacy’s stockholders at least twenty (20) days prior to the closing
NOTABLE CONDITIONS TO TERMINATION
- By either Legacy or Onyx if closing has not occurred by November 20, 2020
- By Onyx, if Legacy’s Class A common stock is delisted from the NYSE unless there is then-pending (or already accepted) an application to list the Class A common stock on another nationally recognized exchange
- Wells Fargo Securities, LLC is serving as financial advisor to Legacy.
- Canaccord Genuity is advising Onyx.
- Wells Fargo Securities, LLC, Cantor Fitzgerald & Co., and Stifel, Nicolaus & Company are serving as capital markets advisors to Legacy.
- DLA Piper LLP (US) and Graydon Head & Ritchey LLP are serving as legal advisors to Legacy.
- Faegre Drinker Biddle & Reath LLP is serving as legal counsel for Onyx.
- Daniel J. O’Hern Jr. of Byrnes, O’Hern & Heugle, LLC serves as company counsel to Onyx.
BELOW IS THE ORIGINAL ANNOUNCED TRANSACTION THAT WAS TERMINATED ON 7/21/20
Legacy Acquisition Corp. proposes to combine with the Blue Impact group business — a digital-first, global advertising and marketing services group (the “Blue Impact business”), a subsidiary of Blue Focus Intelligent Communications Group (“BFICG”), LLC.
Headquartered in Mountain View, California, the Blue Impact business portfolio of assets consists of leading digital, media, social, creative and data analytic advertising and marketing assets and agencies that serve both global blue chip and digital-disruptor clients.
The Blue Impact business2 consists of:
- Vision 7, headquartered in Canada, a fully integrated marketing communications platform consisting of owned, paid, earned and shared media services. Vision7 consists of several leading agencies including The Camps Collective, Citizen Relations (including The Colony Project), Cossette Communications, Eleven LLC, Gene Global, K72, The Narrative Group, and Vision7 Media (including Cossette Media, Impact Research, Jungle & Magnet).
- We Are Social, headquartered in the United Kingdom, a global social creative agency specializing in shared media in 11 countries including Australia, China, the United Arab Emirates, France, Germany, Italy, Japan, Singapore, Spain, the United Kingdom and the United States.
- Fuseproject, headquartered in San Francisco, a fully integrated product design agency with capabilities spanning strategy, branding, industrial design, user experience design, activations and environmental design.
- Metta, headquartered in Hong Kong (HK), China, a large full-service marketing agency in HK.
- Madhouse, headquartered in Shanghai, a leading mobile-focused paid media and performance platform in China. It is one of the major outbound providers for Chinese brands to market their products and services outside of China.
Under the terms of the definitive share exchange agreement, at closing, the selling entity will receive 30 million shares of Class A common stock of Legacy, and Legacy would assume $40 million of net debt related to the Blue Impact business and $48 million of deferred acquisition purchase price obligations.
In addition, up to $222 million may be payable after the 2022 audit is complete in the form of an incentive-based earn-out tied to average profit growth of the Madhouse business over the three-year period ending December 31, 2022.
NOTABLE CONDITIONS TO CLOSING:
- funds contained in Legacy’s trust account equal to at least US$120,000,000.
NOTABLE CONDITIONS TO TERMINATION:
- The Agreement may be terminated by Legacy and Seller by mutual written consent of Legacy and Seller if the closing has not occurred by 5:00 p.m., Eastern time, on May 20, 2020.
The Blue Impact business will be led by:
- Brett Marchand as CEO
- Brett Marchand is currently the CEO of Vision7. He has more than 30 years of experience in marketing and advertising and has served in key roles within the Vision7 agencies for over fourteen years. He worked as a marketer at Procter & Gamble, Campbell Soup and Molson Coors before his move into advertising and marketing services.
- Holly Zheng as Chairwoman of the post-acquisition Blue Impact Board
- Holly Zheng is a board director of BFICG, the Chairwoman of the International Business Management Committee and the President of BFICG’s international business.
SUBSEQUENT EVENTS #1
On December 2, 2019, a side letter was executed regarding the forfeiture of Founder Shares in the event of trust redemptions:
- If at the closing, the fund is trusts will be less than $270,000,000, then the Sponsor will surrender and forfeit its Class F Shares as calculated:
- one (1) share of Class F common stock of the Purchaser for each $40 shortfall in the amount of funds available in the Trust Fund below $270,000,000, up to a maximum of 3,750,000 Forfeited Class F Shares.
- For example, if after giving effect to the exercise of redemption rights by the redeeming stockholders of the Purchaser the amount of funds available in the Trust Fund at the time of the consummation of the Transactions is $260,000,000, then the number of Forfeited Class F Shares to be surrendered and forfeited by the Sponsor Designee shall be 250,000. (270,000,000 – 260,000,000 = 10,000,000/40 = 250,000)
- Legacy Sponsor currently own 7,500,000 Founder shares (at IPO) and 17,500,000 private placement warrants
SUBSEQUENT EVENTS #2
On March 13, 2020, Legacy announced changes to its Share Exchange Agreement with Blue Impact, as well as a proposal to amend its public warrants.
As a result of the changes outlined below, the pro forma enterprise value has been reduced from $592 million to $559 million. This represents a change in the EV/2020 Adjusted EBITDA multiple from 7.1x to the current 6.67x. It’s important to note that Blue Impact is still projecting an estimated 2020 EBITDA number of $83.8 million. That figure has not changed since their initial presentation was filed back in December 2019.
Share Exchange Agreement Amendment
- A reduction of 6,500,000 shares of Legacy’s common stock which would have been outstanding immediately following the Closing under the terms of the previously announced business combination:
- The shares of Legacy’s common stock payable to the Seller at the closing of the business combination (the “Closing”) will be reduced from 30,000,000 to 27,000,000 shares.
- The Sponsor will cancel 3,500,000 outstanding shares of Legacy’s common stock.
- The Seller will be granted the right to receive such 3,000,000 shares of Legacy’s common stock after the Closing (the “Seller Post-Closing Shares”):
- If post-Closing Legacy’s stock has a volume weighted average trading price of at least $20 per share for any 30 day period or,
- If Legacy is sold for a share price of at least $20 per share after the Closing, or
- Upon the 10th anniversary of the Closing.
- The Sponsor will be granted the right to receive up to 2,000,000 shares of Legacy’s common stock after the Closing (the “Sponsor Post-Closing Shares”) as follows:
- 1,000,000 shares, if post-Closing Legacy’s stock has a volume weighted average trading price of at least $15 per share for any 30 day period or if Legacy is sold for a share price of at least $15 per share after the Closing and
- 1,000,000 shares, if post-Closing Legacy stock has a volume weighted average trading price of at least $20 per share for any 30 day period or if Legacy is sold for a share price of at least $20 per share after the Closing;
- The maximum number of Sponsor Post-Closing Shares that the Sponsor can receive is 2,000,000.
Warrant Agreement Amendment
Legacy has 30,000,000 public warrants and 17,500,000 private placement warrants outstanding, each entitling a holder thereof the right to acquire 0.5 of a share of common stock at an exercise price of $5.75. Legacy has obtained voting agreements from a limited number of holders of its public warrants (holding approximately 65.9% of the outstanding public warrants) agreeing to vote in favor of an amendment of the warrant agreement under which the public and private placement warrants were issued.
Since there were three warrant holder support agreements filed, we know the names of at least three institutions that have agreed to vote yes on the warrant vote, totaling 4,270,002 public warrants:
- Alyeska Investment Group LP: 1,470,002 Public Warrants
- Kepos Alpha Master Fund L.P.: 2,600,000 Public Warrants
- Longfellow Investment Management Co., LLC: 200,000 Public Warrants
Under the warrant agreement amendment, at or as promptly as practicable after the Closing each public warrant will be cancelled in exchange for:
- $1.00 in cash per warrant, if the aggregate gross cash proceeds from the trust (after redemptions) and any PIPE Financing equals at least $225 million or,
- $0.50 in cash and 0.055 shares of common stock per warrant, if otherwise.
Lastly, Legacy’s Sponsor has also agreed that with respect to their 14,587,770 at-risk private placement warrants, which were purchased at $0.50, that they will ONLY accept shares (not cash) at a rate of 0.11 of a share of common stock per warrant (or 1,604,655 shares of common stock in total).
The remaining 2,912,230 private placement warrants beneficially owned by certain institutional investors in the Sponsor may be exchanged, at the election of their beneficial owners, for the same stock consideration or the consideration to be received by the holders of the public warrants.
- Wells Fargo and GP Bullhound are serving as financial advisors to Legacy.
- PJT Partners is advising the Blue Impact business.
- Wells Fargo Securities, LLC, Cantor Fitzgerald & Co., and Stifel, Nicolaus & Company are serving as capital markets advisors to Legacy.
- DLA-Piper (US) LLP is serving as legal advisor to Legacy.
- O’Melveny & Myers LLP and Greenberg Traurig LLP are serving as legal counsel for Blue Valor and BFICG.
LEGACY ACQUISITION CORP. MANAGEMENT & BOARD
Edwin J. Rigaud, 73
Chairman and CEO
Mr. Rigaud has more than 40 years of business experience across a multitude of operating and leadership roles. In 2007, Mr. Rigaud founded EnovaPremier and commenced operations through the acquisition of the assets of T&WA, Inc. Since that time he has served as the Chief Executive Officer of EnovaPremier while guiding that company to a position as one of the leading providers of automotive pre-assembly services in the United States. Prior to founding EnovaPremier, Mr. Rigaud served in numerous operating and management capacities at Procter & Gamble from 1965 to 2001. Mr. Rigaud’s notable leadership positions at Procter & Gamble included his role as a Vice President of Food & Beverage Products and as a Vice President of Government Relations in North America. Adding to his experience as a senior manager, Mr. Rigaud developed significant expertise in product development and brand management having been the first Technical Brand Manager in the exploratory phase of Pringle’s, and ultimately the Product Development Group Leader during the execution of Pringle’s national launch. Mr. Rigaud also led the product development efforts of Secret Deodorant & Antiperspirant including key technology and perfume upgrades, while having direct participation in the creation of the famous slogan, “strong enough for a man, but made for a woman”. Mr. Rigaud’s leadership in these efforts helped to facilitate a major relaunch of the Secret brand and he was ultimately named a Director in Product Development. Outside of his corporate leadership experience, Mr. Rigaud has served on the Board of the Federal Reserve Bank of Cleveland and the Board of the local affiliate of Fifth Third Bank of Cincinnati. Mr. Rigaud has also held appointments by Governor Bob Taft to the Ohio Board of Regents, and by President George W. Bush to the National Institute of Museum and Library Services. In 1997, Mr. Rigaud became the first CEO of the National Underground Railroad Freedom Center, located in Cincinnati, Ohio. This 9-year development program included raising $110 million while working closely with John Pepper, former Chairman and CEO of Procter & Gamble, who served as the National Building Campaign Chairman. Mr. Rigaud is also the head of one of the first African American ownership groups of a Major League Baseball franchise, the Cincinnati Reds.
Darryl McCall, 62
President, COO and Director
With more than 35 years of domestic and international operating experience with consumer products businesses, Mr. McCall will provide us with a broad range functional expertise and executive leadership experience. Mr. McCall served as Executive Vice President and Executive Committee member at Coty, Inc. from 2008 to 2014 where his key responsibilities involved the management of numerous global manufacturing facilities and distribution centers. During his tenure at Coty, Mr. McCall also held major responsibilities related to the integration of 5 acquired businesses and helped lead the company through its $1.0 billion initial public offering in 2013. Prior to joining Coty, Mr. McCall held numerous positions at Procter & Gamble from 1978 to 2008. From 2007 to 2008, Mr. McCall was Product Supply Vice President — Global Fabric Care, leading a global organization comprised of more than 35 manufacturing operations centers and more than 16,000 employees. From 2005 to 2006, Mr. McCall served as General Manager of Procter & Gamble’s Global Personal Cleansing Care Division which oversees brands such as Camay®,Gillette®, Ivory®, Olay®, Old Spice®, and Zest®. Mr. McCall also held significant responsibilities for integrating certain of Procter & Gamble’s large acquisitions. Notable examples include the leadership of the supply chain integration of Gillette® and Wella®. Over the course of his career Mr. McCall has managed operations in Belgium, Canada, the United Kingdom, France, Switzerland and the United States. Mr. McCall has been the principal of Darryl McCall Consulting LLC since July 2015. He has also served as a member of the Board of Directors of HCP Packaging since October 2016.
William C. Finn, 55
CFO and Secretary
Mr. Finn has worked in the Commercial Finance Industry for more than 29 years. Mr. Finn has worked as a senior executive for several financial institutions, including National City Bank (Senior Vice President, May 2000 to April 2007), Wintrust Financial Corporation (Executive Vice President, April 2007 to November 2010) and Fifth Third Bank (Senior Vice President, November 2010 to January 2016). Over the course of his career, Mr. Finn has completed traditional commercial banking transactions for numerous privately-held and publicly-listed companies whose annual sales ranged from $10 million to $10 billion. Since January 2016, Mr. Finn has engaged in international business development activities as a shareholder of two companies: Isovac Products, a company that manufactures products that provide Chemical/Biological/Radiological isolation, containment and protection; and GSD Innovations, a technology distribution company that focuses primarily on domestic and international renewable energy, clean water and humanitarian efforts. In addition, since 2015, Mr. Finn has served as Managing Member of W.C. Financial, a boutique consulting firm that focuses on securing project financing for domestic and international opportunities related to renewable energy, clean water and infrastructure, ranging from $50 million to $5 billion.
Board of Directors
Steven A. Davis, 59
Mr. Davis has served as Chairman of the Board and Chief Executive Officer of Bob Evans Farms, Inc. from 2006 to 2014. Bob Evans Farms is a diversified and integrated restaurant and packaged foods company. Before joining Bob Evans Farms, Mr. Davis served as the President of Long John Silver’s and A&W All-American Food at Yum! Brands from 2002 to 2006. Prior to his position as President of those businesses, he served in a variety of operations management and other senior executive positions within Yum! Brands, including Senior Vice President of Pizza Hut. Prior to that, Mr. Davis was employed by Kraft General Foods in a series of brand leadership positions, launching several successful new products, new packaging and business building marketing campaigns for household brands such as Budget Gourmet®, Philadelphia® Cream Cheese, and Velveeta®. Mr. Davis also has significant board experience. From 2006 to 2009, Mr. Davis served as a director of CenturyLink, a publicly-traded telecommunications firm. From 2009 to 2015, he served on the board of directors of the Walgreen Co., one of the world’s largest drugstore chains, as the Nominating and Corporate Governance Chair and on the Compensation and Finance Committees. Since July 2013, Mr. Davis has served as a member of the board of directors and as a member of the audit committee and the corporate governance and nominating committee for Marathon Petroleum Corporation, a U.S.-based refiner and distributor of gasoline. In 2015, Mr. Davis joined the board of directors for the Albertsons Companies, a food and drug retailer operating under banners such as Albertsons®, Randalls®, and Safeway®. In 2017, Mr. Davis will join the board of directors for Sonic Corporation, one of the United States’ largest chains of drive-in restaurants. Mr. Davis holds an MBA from the University of Chicago and a BSBA from the University of Wisconsin at Milwaukee.
Richard White, 63
Mr. White has served as CEO of Aeolus Capital Group Ltd., a financial and strategic management advisory firm, since May 2017. Mr. White served as Managing Director and head of Oppenheimer & Co. Inc.’s. Private Equity and Special Products Department from 2004 until April 2017. From 1997 until 2002, Mr. White was a Managing Director of CIBC Capital Partners, the private equity merchant banking division of Canadian Imperial Bank of Commerce, the successor by acquisition of Oppenheimer & Co., Inc. From 1985 until 1997, Mr. White was a Managing Director and one of approximately 30 General Partners of Oppenheimer & Co. Inc. Mr. White was responsible for founding and building several of its investment banking industry groups including consumer products, business services, industrials, technology, gaming and leisure, and real estate. Mr. White also headed Oppenheimer’s mergers and acquisitions department. Mr. White is a CPA. Mr. White holds a MBA from the Wharton School at the University of Pennsylvania and a BA from Tufts University. Mr. White is Chairman of the Board of Directors of Escalade, Incorporated, a sporting goods company (NASDAQ: “ESCA”) and Lead Independent Director of G-III Apparel Group Ltd., a manufacturer, retailer, and distributor of apparel (NASDAQ: “GIII”).
Andrew Code, 59
Mr. Code is a founder and Chairman of Promus Capital and Promus Equity Partners, a multi-family office founded in 2008 with a concentration in alternative assets such as private equity, impact investing, hedge funds, managed futures, and real estate. Prior to Promus, in 1988, Mr. Code founded CHS Capital, a $2.9 billion private equity fund that invests in middle market companies that design, manufacture and distribute a broad array of consumer and industrial products and services, and remained a partner there until 2012. Prior to founding CHS, Mr. Code was a Vice President with Citicorp’s Leveraged Capital Group from 1986 to 1988 and was employed by American National Bank in Chicago from 1981 to 1986. Mr. Code sits on the boards of SCP Pool (NASDAQ), Quality Control Corporation, Boat House Holdings, LLC and Ellison Bakery. He also sits on the boards of several private investment companies, including Resource Land Holdings, CapX Partners, LaSalle Capital Group, Sun Trading and Creation Investments. He is the President of the Code Family Foundation, is a founder and Chair of Chicago Fellowship, and sits on The University of Iowa Foundation Board and the Foundation Investment Committee where he has served as committee chair since 2014. Mr. Code holds a B.A. and an M.B.A. from the University of Iowa.
Sengal Selassie, 48
Mr. Selassie is Co-Chief Executive Officer and Co-Founder of Brightwood Capital Advisors, LLC, or Brightwood, an investment advisory firm providing debt and equity capital solutions to U.S. based companies with EBITDA of $5 million to $75 million. Brightwood currently manages more than $3 billion in assets and Mr. Selassie has been involved in all phases of Brightwood’s development since its founding in March 2010. He is a member of the firm’s executive committee and serves on the investment committee of all Brightwood managed funds. Prior to forming Brightwood, Mr. Selassie led a spinout from SG Capital Partners LLC, or SG Capital, co-founding Cowen Capital Partners, LLC, or Cowen Capital, where he served as Managing Partner from 2006 to 2009. At SG Capital, he was a Managing Director and served as group head starting in 2002. While at Cowen Capital and SG Capital, Mr. Selassie led more than 25 investments in 11 portfolio companies and served on a number of portfolio company boards. Prior to SG Capital, Mr. Selassie worked in the Mergers & Acquisitions Group at Morgan Stanley where he helped media and telecommunications companies execute strategic transactions from 1996 to 1998. He began his career in the Corporate Finance Group of the Investment Banking Division of Goldman Sachs in 1990. He is a member of the New York and Connecticut Bar Associations. Mr. Selassie earned his M.B.A. with distinction and J.D. cum laude from Harvard University. He has an A.B. in Economics magna cum laude from Harvard College.