Quarterly report pursuant to Section 13 or 15(d)

Share Exchange Agreement for Business Combination and Extension Agreement

Share Exchange Agreement for Business Combination and Extension Agreement
9 Months Ended
Sep. 30, 2019
Share Exchange Agreement for Business Combination and Extension Agreement [Abstract]  



On August 23, 2019, the Company entered into the Share Exchange Agreement (the "Share Exchange Agreement") with Blue Valor Limited, a company incorporated in Hong Kong and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group ("Blue Valor" or the "Seller"), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, the Company will, among other things, purchase from the Seller all of the outstanding shares of stock of a wholly-owned holding company organized in the Cayman Islands, Blue Impact (Cayman) Limitedthat, at the closing, will hold the Blue Impact group business, a digital-first, intelligent and integrated global advertising and marketing services company (the "Blue Impact" business). Upon the closing of the business combination, the Company will change its name to Blue Impact Inc.


For more information about the transactions contemplated by the Share Exchange Agreement, please see the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2019.


Pursuant to the Share Exchange Agreement, at the closing, the Seller will receive 30 million shares of Class A common stock of the Company, subject to adjustment as set forth below (the "Closing Shares"), and Legacy expects to (a) assume $40 million of net debt related to the Blue Impact business, (b) assume $48 million of deferred acquisition purchase price obligations, and (c) pay $90 million to purchase or redeem certain minority interests of one of the Blue Impact businesses ("Madhouse").


 The Closing 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 for the minority interests 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 will be mutually agreed to by the Seller and a committee of independent directors of the Company with any disagreements being resolved by a nationally recognized independent public accounting firm jointly selected by the Seller and the Company.


Pursuant to an "earn-out" for Madhouse, 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. The earn-out will be payable at the Company's option in cash, stock or a combination thereof if Company's common stock share price at the time of payment is greater than $10 per share. If not, then dependent upon the Company's then-available cash, the earn-out will be payable in cash or subordinated notes. The 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 or associated with the group company business.


The Company's Charter and final IPO prospectus dated November 16, 2017, (which was filed with the SEC on November 17, 2017) provides that the Company has until November 21, 2019 to complete a business combination; however, the Company currently believes that there may not be sufficient time before November 21, 2019 to consummate the Business Combination. In order to provide the Company additional time to complete the Business Combination, subsequent to September 30, 2019 on October 22, 2019 the Company's shareholders approved an Extension Agreement (the "Extension Agreement") 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. While the purpose of the Extension Amendment 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 to complete an alternative business combination. 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 Agreement.


Subsequent to September 30, 2019, on October 23, 2019, the Company issued a note (the "Seller Note") for the aggregate principal amount of approximately $979,000, to the Seller. 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, 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 $879,000.


Under the terms of the Share Exchange Agreement, the Seller agreed to loan (each, a "Seller Loan") to Legacy the amount of the Contributions to be made by Legacy 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 Legacy 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 Legacy 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 aggregate principal amount of approximately $979,000 under the 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.


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.


Should the Company elect and/or the Seller request that the Company extend the date (which initially will be extended to December 21, 2019) by which the Company has to consummate the Business Combination (or, if the Business Combination is terminated, an alternative business combination) to January 21, 2020 or thereafter for up to four additional 30-day periods ending on the Extended Date, the Company will publicly announce the Company's decision no later than the close of business on the last day of the then-current Extension period. In addition, the Company will make additional Contributions of $0.03 per outstanding public share for each period of the Extension by Legacy at its option and/or at the Seller's request up to five times, initially to January 21, 2020 and thereafter by up to four additional 30-day periods. As a result, the Seller will make Contributions of an aggregate of approximately $879,000 to the Trust Account within two business days prior to the beginning of each Extension. If, however, the Seller does not request that we extend to January 21, 2020 or any additional 30-day period thereafter and the Company also determines not to extend or our board of directors otherwise determines that the Company will not be able to consummate an initial business combination by the Extended Date and does not wish to have an additional Extension, the Company's board of directors would wind up our affairs and redeem 100% of the outstanding public shares.