Share Exchange Agreement for Business Combination, Warrant Amendments and Second Extension Amendment
|3 Months Ended|
Mar. 31, 2020
|Share Exchange Agreement for Business Combination Warrant Amendments and Second Extension Amendment [Abstract]|
|SHARE EXCHANGE AGREEMENT FOR BUSINESS COMBINATION, WARRANT AMENDMENTS AND SECOND EXTENSION AMENDMENT||
NOTE 2 – SHARE EXCHANGE AGREEMENT FOR BUSINESS COMBINATION, WARRANT AMENDMENTS AND SECOND EXTENSION AMENDMENT
On December 2, 2019, the Company entered into an Amended and Restated Share Exchange Agreement, as amended by that First Amendment to the Amended and Restated Share Exchange Agreement, dated March 13, 2020 (the "Share Exchange Agreement"), that amends and restates the Share Exchange Agreement dated as of August 23, 2019, as amended by that First Amendment to Share Exchange Agreement dated as of September 27, 2019, with Blue Valor Limited ("Blue Valor" or the "Seller"), a company incorporated in Hong Kong and an indirect, wholly owned subsidiary of Blue Focus Intelligent Communications Group ("BlueFocus"). Pursuant to the Share Exchange Agreement, the Company will purchase all of the issued and outstanding shares of a wholly-owned holding company organized in the Cayman Islands (the "Blue Impact target"), that, at closing, will hold the Blue Impact business, a digital-first, intelligent and integrated global advertising and marketing services company (the "Blue Impact business"). The transactions contemplated by the Share Exchange are referred to as the "Business Combination." Following the closing of the Business Combination (the "Closing"), the Company will change its legal name from Legacy Acquisition Corp. to Blue Impact Inc. ("Blue Impact").
Pursuant to the Share Exchange Agreement, at the Closing, the Seller will receive 27,000,000 shares of Class A common stock of the Company (the "Closing Payment Shares"), subject to adjustment as set forth below, and the Company expects to (a) assume approximately $40 million of net debt related to the Blue Impact business, (b) assume $48 million of deferred acquisition purchase price obligations, and (c) pay up to approximately $90 million related to the acquisition of 100% of Madhouse Inc., a Cayman Islands exempted company, a company that makes up part of the Blue Impact business ("Madhouse").
To facilitate the Business Combination, the Sponsor will transfer 3,500,000 outstanding Founder Shares (as defined herein) back to the Company prior to the Closing (which shares will then be cancelled and cease to be outstanding) for the right to potentially receive Deferred Shares (as described below) and the Seller has agreed to reduce the number of Closing Payment Shares from 30,000,000 shares (as originally provided in the Share Exchange Agreement) to 27,000,000 shares. The Sponsor may receive up to 2,000,000 Deferred Shares pursuant to the Sponsor Earn Back provisions and Seller will earn back all 3,000,000 of its deferred shares pursuant to the Seller Earn Back provisions.
The Closing Payment Shares will be subject to adjustment following Closing based on the extent to which, as of the Closing Date, (a) the net debt of the Blue Impact business, (b) the deferred acquisition purchase price obligations for the Blue Impact business (excluding Madhouse) and (c) the amount of the purchase price to acquire 100% of Madhouse, are each finally determined to be greater or less than the targets for such amounts specified in the Share Exchange Agreement. The determinations as of the Closing Date of the foregoing amounts and any related adjustments will be mutually agreed to by the Seller and a committee of independent directors of Blue Impact with any disagreements being resolved by a nationally recognized independent public accounting firm jointly selected by the Seller and Blue Impact.
Post-Closing up to $222 million also may be payable to the Seller 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. The earn-out will be payable at Blue Impact's option in cash, stock or a combination thereof if Blue Impact's common stock share price at the time of payment is at least $10 per share. If not, then dependent upon Blue Impact's then-available cash, the earn-out will be payable in cash or subordinated notes. Seller has partially and irrevocably assigned a portion of any earn-out payment to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Blue Impact business.
For more information about the transactions contemplated by the Share Exchange Agreement, please see the Current Report on Form 8-K filed with the SEC on March 13, 2020 and the Definitive Proxy Statement filed on March 31, 2020.
In connection with the Business Combination, we are also seeking amendments to our public warrants (the "Public Warrant Amendments") and private placement warrants (the "Private Warrant Amendments," together with the Public Warrant Amendments the "Warrant Amendments"). We have outstanding 30,000,000 public warrants and 17,500,000 private placement warrants each entitling the holder to acquire 0.5 of a share of our Class A common stock, par value $0.0001 per share (the "Class A common stock") at an exercise price of $5.75. The Warrant Amendments would involve all our outstanding public warrants and private placement warrants being cancelled at the Closing or as soon as practicable thereafter in exchange for either (i) $1.00 in cash per warrant, if the aggregate gross cash proceeds from the Trust Account at the Closing (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private investment in public equity financing with private investors ("PIPE Financing") (if consummated)) equals at least $225 million or (ii) $0.50 in cash and 0.055 of a share of Blue Impact common stock per warrant, if the aggregate gross cash proceeds from the Trust Account at the Closing (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any PIPE Financing (if consummated)) is less than $225 million. However, in respect of at least 14,587,770 of the 17,500,000 private placement warrants owned by our Sponsor, our Sponsor has agreed to receive all stock in such exchange at a rate of 0.11 of a share of Blue Impact common stock per warrant (or 1,604,655 share in total) and that such private placement warrants may not be exchanged for cash notwithstanding the terms of the Private Warrant Amendment. The Company further agreed to offer the option to 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), to exchange such private placement warrants for either (a) 0.11 shares of Blue Impact common stock per private placement warrant or (b) the same consideration as set forth in the Private Warrant Amendment; 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 exchanged solely for 0.11 shares of Blue Impact common stock per private placement warrant and may not be exchanged for cash notwithstanding the terms of the Private Warrant Amendment. We expect the beneficial owners of the remaining 2,912,230 private placement warrants to exchange their private placement warrants for the same consideration as the public warrants pursuant to the Public Warrant Amendment. For more information on the proposed warrant amendments, please see the preliminary consent solicitation statement on Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 31, 2020.
The Company's Charter and final IPO prospectus dated November 16, 2017, (which was filed with the SEC on November 17, 2017) provided that the Company had until November 21, 2019 to complete a business combination. In order to provide the Company additional time to complete the Business Combination, on October 22, 2019 the Company's stockholders approved an Extension Amendment (the "Extension Amendment") in order to extend the deadline to complete the Business Combination from November 21, 2019 to December 21, 2019 and thereafter at the Company's option or upon the Sellers request up to five times, initially to January 21, 2020, and thereafter by up to four additional 30-day periods ending on May 20, 2020. The deadline to consummate the Business Combination is currently extended to May 20, 2020. On April 21, 2020, the Company filed a definitive proxy on Schedule 14A related to the Second Extension (as discussed below in more detail). The Company intends to hold the special meeting for the Second Extension and, if approved, effect a further extension of the Extended Date to November 20, 2020 only if the Business Combination is not consummated by the Extended Date. While the purpose of the Extension Amendment (and, if approved, the Second Extension) is to allow the Company more time to complete the proposed Business Combination, if the Business Combination is terminated the Company may seek to use the Extension (and, if approved, the Second Extension) to complete an alternative business combination (which effort would likely be impractical as of the date these financial statements are issued). The Company may continue to withdraw from the Trust Account amounts necessary for taxes, and for working capital of up to $750,000 annually (on a pro rata basis), during the period of the Extension Amendment.
On October 23, 2019, the Company issued a note (the "Seller Note") for the aggregate principal amount of approximately $979,000, to the Seller (including $100,000 provided to the Company for working capital). Borrowings under the Seller Note will bear interest at a rate equal to the 1-month USD LIBOR interest rate, plus 1.5%. The Seller Note was issued in connection with the approval by the Company's stockholders of the Extension Amendment. In connection with the Extension Amendment, stockholders elected to redeem 694,820 shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A common stock"), issued in the Company's initial public offering (the "public shares"), and 29,305,180 public shares remain issued and outstanding following such redemptions. Accordingly, consistent with the Company's proxy materials relating to the special meeting, on or about October 23, 2019, the Company made a cash contribution to the Trust Account in an amount equal to $0.03 for each public share that was not redeemed in connection with the stockholder approval of the Extension Amendment for the initial extension through December 21, 2019, which equaled an aggregate amount of approximately $979,000 (including $100,000 provided to Company for costs and expenses). On December 17, 2019, in connection with the Company's extension of the date by which the Company has to consummate a business combination from December 21, 2019, to January 21, 2020, the Company issued an amended and restated note (the "Amended Seller Note") to the Seller that amended and restated the Seller Note and received the second Seller Loan from the Seller. Borrowings under the Amended Seller Note will continue to bear interest at a rate equal to the 1 month USD LIBOR interest rate, plus 1.5% accruing from the date of the applicable borrowings. Subsequent to December 31, 2019, the Company extended the date by which it has to consummate a business combination from January 21, 2020 to February 20, 2020, from February 20, 2020 to March 21, 2020, from March 21, 2020 to April 20, 2020 and from April 20, 2020 to May 20, 2020. In connection with each of the first three extensions, the Seller loaned approximately $979,000 to the Company under the Amended Seller Note. Additionally, in connection with the remaining extensions, the Seller loaned approximately $879,000 per extension. As a result, Seller has loaned to the Company a total of approximately $4,696,000 and approximately $1,958,000, respectively, at March 31, 2020 and December 31, 2020. Seller subsequently loaned approximately $879,000 to the Company in April 2020, equaling an aggregate total of approximately $5,575,000 in Seller loans pursuant to the Extension Amendment and the Amended Seller Note.
Under the terms of the Share Exchange Agreement, the Seller agreed to loan (each, a "Seller Loan") to the Company the amount of the contributions to be made by the Company in connection with the initial extension through December 21, 2019, and for each period of the Extension thereafter; provided, however, that the Seller is not be required to make any loan to the Company with respect to any Extension for the purpose of consummating an initial business combination other than the Business Combination. In addition, the Seller agreed that the Seller Loans may include additional amounts to cover certain costs and expenses that the Company will reasonably incur in connection with the continuation of operations until the earlier of the consummation of the Business Combination or the Extended Date and the total of all such costs and expenses shall not exceed a total of $300,000 in the aggregate for all Extensions through the Extended Date. No Seller Loan may exceed $1,000,000 in the aggregate (including loans to fund costs and expenses). The Seller Loans made on or about October 23, 2019, December 21, 2019 and January 21, 2020, each in the principal amount of approximately $979,000 under the Amended Seller Note reflects a loan to fund the Company's Contributions to the Trust Account of approximately $879,000 plus $100,000 to fund the costs and expenses that the Company reasonably expects incur in connection with the continuation of operations until the earlier of the consummation of the Business Combination or the Extended Date. As of March 31, 2020, the Company had borrowed in respect of its costs and expenses a total of $300,000 in the aggregate.
The Seller Loans will be forgiven by the Seller if the closing of the Business Combination does not occur and the Trust Account liquidates, except to the extent of any funds that are available to the Company (i) after such liquidation in accordance with the trust agreement, or (ii) from any other source. The amount of the Seller Loans will be repayable by the Company to the Seller upon consummation of the Business Combination.
When the Company elected and/or the Seller requested that the Company extend the date by which the Company has to consummate the Business Combination, the Company publicly announced the Company's decision. In addition, the Company has made additional Contributions of $0.03 per outstanding public share for each period of the extension by the Company at its option and/or at the Seller's request. The Seller has made Contributions of approximately $979,000 for each of the first three extensions, and approximately $879,000 each, for the fourth and fifth extension to March 21, 2020, for Contributions of a total aggregate amount of approximately $4,696,000. Subsequent to March 31, 2020, in April 2020, the Company elected to extend the date for the final 30-day extension period, and the Seller made a Contribution of approximately $879,000.
The Company filed a definitive proxy statement on Schedule 14A with the SEC on April 21, 2020 seeking the Second Extension to further extend the deadline to consummate a business combination to November 20, 2020. The special meeting of stockholders to vote on the Second Extension is to be held on May 18, 2020 (the "Second Extension Meeting"). If the Company's board of directors determines that the Company will not be able to consummate an initial business combination by November 20, 2020, if the Second Extension is approved at the Second Extension Meeting, or by May 20, 2020, if the Second Extension is not approved, the Company's board of directors would wind up the Company's affairs and redeem 100% of the outstanding public shares.
Share Exchange Agreement for Business Combination, Warrant Amendments and Second Extension Amendment.
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