The accompanying notes are an integral part
of these financial statements.
The accompanying notes are an integral part
of these financial statements.
The accompanying notes are an integral part
of these financial statements.
Notes
to Financial Statements
Business
Landcadia Holdings, Inc., a
Delaware corporation (the “Company”), was incorporated on November 19, 2008 as Leucadia Development Corporation, and
changed its name to Landcadia Holdings, Inc. on September 15, 2015. The Company is an emerging growth company as defined in Section
2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of
2012, or the JOBS Act and, as such, is subject to all the risks associated with emerging growth companies. The Company is a blank-check
company formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination (the “Business Combination”) with one or more operating businesses. All activity for the quarter ending
September 30, 2018 relates to the Company’s ongoing business expenses and costs associated with locating a suitable Business
Combination.
On May 16, 2018, the Company
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Landcadia Merger Sub, Inc., a Delaware corporation
(“Merger Sub”), and Waitr Incorporated, a Louisiana corporation (“Waitr”), pursuant to which, subject to
the satisfaction or waiver of certain conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub
surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned direct subsidiary of the Company
(the transactions contemplated by the Merger Agreement, the “Waitr Business Combination”). Upon the consummation of
the Waitr Business Combination, the Company intends to change its name to Waitr Holdings Inc. and is expected to continue to trade
on The Nasdaq Stock Market (“Nasdaq”). Waitr, founded in 2013 and based in Lake Charles, Louisiana, is a leader in
on-demand food ordering and delivery. Its platform connects local restaurants to diners in underserved markets. For more information
about the Merger Agreement, see Note 7.
On May 30, 2018, the Company
held a special meeting in lieu of annual meeting of stockholders at which the Company’s stockholders approved an extension
of the date by which the Company must consummate a Business Combination from June 1, 2018 to December 14, 2018 (the “Extension”).
The Company requested the Extension in order to complete the Waitr Business Combination.
Sponsors
The Company’s sponsors
are Fertitta Entertainment, Inc., a Texas corporation, (the “FEI Sponsor”), and Jefferies Financial Group Inc. (f/k/a
Leucadia National Corporation), a New York corporation (the “JFG Sponsor”, and together with FEI Sponsor, the “Sponsors”).
The FEI Sponsor is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer.
Financing
The registration statement for
the Company’s public offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on
May 25, 2016. The Company intends to finance its Business Combination in part with proceeds from the $250,000,000 public offering
and the $7,000,000 private placement of warrants (“private placement”), see Notes 5 and 6. Upon the closing of the
public offering and the private placement, on June 1, 2016, $250,000,000 was placed in a trust account (the “Trust Account”),
with Continental Stock Transfer & Trust Company acting as trustee. In connection with the Extension approved on May 30, 2018,
1,721,159 shares were redeemed, for a total value of $17,420,425. As of September 30, 2018, $236,881,564 remained in the Trust
Account to be used for the Business Combination.
Trust Account
Funds held in the Trust Account
can only be invested in permitted United States ‘‘government securities’’ within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180
days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which
invest only in direct U.S. government treasury obligations.
The Company’s second amended
and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), provides that, other than
the withdrawal of interest to pay income taxes and franchise taxes, if any, none of the funds held in trust will be released until
the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of any shares of Class A common stock, par
value $0.0001 per share (“Class A common stock”), included in the units sold in the public offering (“public
shares”) properly tendered in connection with a stockholder vote to amend the Certificate of Incorporation to modify the
substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the
Business Combination by December 14, 2018; or (iii) the redemption of 100% of the public shares if the Company is unable to complete
the Business Combination by December 14, 2018.
Initial Business Combination
The initial Business Combination
must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held
in the Trust Account, excluding the deferred underwriting commissions and taxes payable on the income earned by the Trust Account,
at the time of the agreement to enter into the initial Business Combination.
The Company, after signing a
definitive agreement for the Business Combination, is required to either (i) seek stockholder approval of the Business Combination
at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether
they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit
in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest
but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender
offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate
amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including
interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination
or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely at its discretion, and will
be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise
require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination
only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in
no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.
In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and
instead may search for an alternate Business Combination.
Notwithstanding the foregoing
redemption rights, if the Company seeks stockholder approval of the Business Combination and does not conduct redemptions in connection
with the Business Combination pursuant to the tender offer rules, the Certificate of Incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from
redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the public offering.
If the Company holds a stockholder
vote in connection with the Business Combination, a public stockholder will have the right to redeem its shares for an amount in
cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days
prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such public shares
are recorded at redemption value and classified as temporary equity following completion of the public offering (“Redeemable
Shares”), in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB, ASC”)
480, ‘‘Distinguishing Liabilities from Equity.’’ The amount in the Trust Account was initially $10.00 per
public share ($250,000,000 held in the Trust Account divided by 25,000,000 public shares). For further information regarding the
Redeemable Shares, see Note 4.
The Company has until December
14, 2018 to complete the Business Combination. If the Company does not complete the Business Combination within this period of
time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not
more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including
interest (less taxes payable and up to $50,000 of such net interest to pay dissolution expenses), and (iii) as promptly as possible
following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders,
as part of its plan of dissolution and liquidation. The Sponsors and certain persons who received unregistered shares of Class
F common stock of the Company (the ‘‘Initial Stockholders’’) have entered into letter agreements with the
Company, pursuant to which they have waived their rights to participate in any redemption with respect to their shares of Class
F common stock; however, if the Initial Stockholders or any of the Company’s officers, directors or affiliates acquire shares
of Class A common stock in or after the public offering, they will be entitled to a pro rata share of the Trust Account in respect
of such shares of Class A common stock upon the Company’s redemption or liquidation in the event the Company does not complete
the Business Combination within the required time period. In the event of such distribution, it is possible that the per share
value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial
public offering price per unit in the public offering.
Pursuant to the letter agreements
referenced above, the Initial Stockholders also agreed that, if the Company submits the Business Combination to the Company’s
public stockholders for a vote, the Initial Stockholders will vote their founders shares (as defined below) and any public shares
purchased during or after the public offering in favor of the Business Combination.
Fiscal Year End
The Company’s fiscal year
ends on December 31.
|
2.
|
Summary of Significant Accounting Policies
|
Principles of Consolidation
and Basis of Presentation
These unaudited consolidated financial
statements include the accounts of Landcadia Holding, Inc., and all subsidiaries and have been prepared in conformity with accounting
principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of
the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary
for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative
of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited
financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31,
2017.
Use of Estimates
The preparation of these financial
statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those estimates.
Emerging Growth Company
Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of
securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such
extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company
which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
Cash and Cash Equivalents
The Company considers all short-term
investments with an original maturity of three months or less when purchased to be cash equivalents.
Cash consists of proceeds from
the public offering and private placement held outside of the Trust Account and may be used to pay for business, legal and accounting
due diligence for the Business Combination and continuing general and administrative expenses.
Concentration of Credit Risk
Financial instruments that potentially
subject the Company to concentration of credit risk consist of cash accounts with a financial institution which, at times, may
exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the
Company believes that it is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,”
approximates the carrying amounts represented in the balance sheet.
Accounts payable and accrued
liabilities
Accounts payable and accrued
liabilities was $560,191 as of September 30, 2018 compared to $12,747 on December 31, 2017. The increase is related to legal fees
for the Waitr Business Combination as well as other acquisition costs.
Offering Costs
The Company complies with the
requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering”.
Offering costs of approximately $654,840, consisted of costs incurred in connection with the preparation of the public offering.
These costs, together with $13,750,000 in underwriting commissions, have been charged to additional paid-in capital upon the closing
of the public offering. For further discussion on underwriting commissions see Notes 5 and 6.
Loss Per Common Share
Basic loss per common share
is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding
during the period. All shares of Class F common stock are assumed to convert to shares of Class A common stock on a one-for-one
basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share
of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common
share for the three and nine months ended September 30, 2018 and 2017. Such shares, if redeemed, only participate in their pro
rata share of trust earnings, see Note 4. Diluted loss per share includes the incremental number of shares of common stock to be
issued in connection with the conversion of Class F common stock or to settle warrants, as calculated using the treasury stock
method. For the three and nine months ending September 30, 2018 and 2017, the Company did not have any dilutive warrants, securities
or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share
is the same as basic loss per common share for all periods presented.
A reconciliation of net loss
per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows:
|
|
Three months ended,
|
|
|
Nine months ended,
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(36,560
|
)
|
|
$
|
269,118
|
|
|
$
|
905,453
|
|
|
$
|
498,784
|
|
Less: Income attributable to common stock subject to possible redemption
|
|
|
(807,433
|
)
|
|
|
(373,906
|
)
|
|
|
(2,077,836
|
)
|
|
|
(866,088
|
)
|
Net loss available to common shares
|
|
$
|
(843,993
|
)
|
|
$
|
(104,788
|
)
|
|
$
|
(1,172,383
|
)
|
|
$
|
(367,304
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average number of shares
|
|
|
7,648,869
|
|
|
|
7,561,293
|
|
|
|
7,627,086
|
|
|
|
7,543,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss available to common shares
|
|
$
|
(0.11
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Taxes
The Company complies with the
accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach
to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon
examination by taxing authorities. The Company recognizes accrued interest and penalties as income tax expense. No amounts were
accrued for the payment of interest and penalties at September 30, 2018 and December 31, 2017. The Company is currently not aware
of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company
considers its major tax jurisdictions to be the United States and Texas and is subject to income tax examinations by these taxing
authorities.
The effective tax rate
for the nine months ended September 30, 2018 and 2017 was 34.3% and 35.1%, respectively. The effective tax rate is higher
than the statutory rate because the Company expects a tax benefit on only a portion of the merger costs associated with the
Waitr Business Combination.
Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial
statements were issued, require potential adjustment to or disclosure in the financial statements.
On October 2, 2018, the Company
and Merger Sub entered into a debt commitment letter (the “Commitment Letter”) with Luxor Capital Group, LP, on behalf
of Lugard Road Capital Master Fund, LP, and one or more of its funds and/or affiliates (collectively, “Luxor”), pursuant
to which Luxor agreed to (a) provide a senior secured first priority term loan facility to Merger Sub in the aggregate principal
amount of $25,000,000 (the “Debt Facility”) and (b) purchase from the Company an aggregate principal amount of $60,000,000
of the Company’s convertible promissory notes (the “Notes” and, together with the Debt Facility, the “Debt
Financings”), in each case concurrently with the closing of the Waitr Business Combination.
Debt Facility
The
Debt Facility will be guaranteed by the Company and secured by a lien on substantially all assets of the Company. Loans advanced
under the Debt Facility will mature four years after the closing of the Waitr Business Combination (the “Closing Date”).
Interest on borrowings under the Debt Facility will accrue at a rate of 7.0% per annum, payable quarterly, in cash or, at the election
of the borrower, as a payment-in-kind. Any amounts paid in kind will be added to the principal amount of the Debt Facility on such
interest payment date (increasing the principal amount thereof) and will thereafter bear interest at the rate set forth above.
In
connection with the Debt Facility, the Company has agreed to issue to the lenders under the Debt Facility warrants to purchase
an aggregate of $5.0 million of common equity in the Company (the “Luxor Warrants”). The Luxor Warrants will become
exercisable after the Waitr Business Combination and (i) will expire four (4) years from the Closing Date, (ii) will have an exercise
price of $13.00 per share, and (iii) will include standard anti-dilution protection, including weighted average adjustments for
issuances of additional shares. Holders of the Luxor Warrants will have customary registration rights with respect to the shares
underlying the warrants. In addition, the Company will be required to repay the Debt Facility in full in the event that either
(i) the registration statement for the resale of the Notes and the shares of common stock underlying the Notes and Luxor Warrants
has not been filed within 30 days after the Closing Date, or (ii) such registration statement is not effective within 180 days
after the Closing Date. Such repayment shall be payable within nine months after the Debt Facility becomes due.
During
the first 12 months following the Closing Date, the Company will be required to pay a prepayment premium of 5.0% of the principal
amount to be prepaid in connection with (i) any prepayments (whether before or after an event of default), (ii) any payment, repayment
or redemption of the obligations following an acceleration, (iii) certain bankruptcy events, or (iv) the termination for any reason
of the definitive agreements documenting the issuance of the Notes. Thereafter, the Debt Facility may be prepaid without penalty
or premium.
Notes
The
Notes will bear interest at 1.0% per annum, paid quarterly in cash and will mature four years from the Closing Date. Upon maturity,
the Notes (and any accrued but unpaid interest) will be repaid in cash or converted into shares of common equity of the Company,
at the holder’s election.
At
any time at the holder’s election, each Note may be converted in whole or in part into shares of common equity of the Company
at a rate of $13.00 per share (subject to a 9.9% conversion cap). The Notes will include customary anti-dilution protection, and
the Notes (and the shares issuable upon their conversion) will have certain registration rights.
The
Company may only prepay the Notes with the consent of the holders of at least a majority-in-interest of the outstanding Notes.
Private Placement Warrant Exchange
In connection with the Debt
Financings, FEI Sponsor and JFG Sponsor have agreed to exchange the 14,000,000 warrants purchased by them in connection with the
Company’s initial public offering (the “sponsor warrants”) for 1,600,000 shares of the Company’s common
stock. In addition, the parties have agreed that the Company will repay FEI Sponsor $1,250,000 in cash and issue to FEI Sponsor
75,000 shares of the Company’s common stock at the closing of the Waitr Business Combination, in full satisfaction of the
Convertible Note (as defined in Note 6).
Board Nomination Rights
Pursuant
to the terms of the Commitment Letter, the Company has agreed to include in its proxy statement for the Waitr Business Combination
two directors designated by Luxor to serve on the Company’s board of directors upon the closing of the Business Combination.
Luxor will thereafter have nomination rights with respect to two directors for so long as it satisfies a minimum ownership threshold
to be agreed by the parties in connection with the definitive documentation for the Debt Financings.
Other Provisions
The definitive documentation
for the Debt Financings will include customary affirmative and negative covenants, representations and warranties and events of
default. The definitive documentation for the Debt Financings will not include any financial maintenance covenants.
The obligation of Luxor to provide
the Debt Financings under the Commitment Letter is subject to a number of customary conditions, including, without limitation,
the negotiation and execution of applicable definitive financing documents contemplated by the Commitment Letter and the consummation
of the Waitr Business Combination in accordance with the terms of the Merger Agreement. In addition, the Company has agreed to
reimburse Luxor for all reasonable and documented out-of-pocket expenses incurred in connection with the preparation and negotiation
of the Commitment Letter and certain definitive documentation and ancillary documents related to the Debt Financings in an amount
not to exceed $850,000.
The Company is authorized to
issue 221,000,000 shares of all classes of capital stock, of which 200,000,000 shares are Class A common stock, par value $0.0001
per share; 20,000,000 shares are Class F common stock, par value $0.0001 per share; and 1,000,000 shares are preferred stock, par
value $0.0001 per share. As of September 30, 2018 and December 31, 2017, there were no shares of preferred stock issued or outstanding.
As of September 30, 2018 and
December 31, 2017, each of the Sponsors owned 50% of the 6,250,000 issued and outstanding shares of Class F common stock (“founders
shares”).
Redeemable Shares
The Company issued 25,000,000
shares of Class A common stock. All of the shares of Class A common stock sold as part of the public offering contain a redemption
feature as defined in the public offering. In accordance with FASB ASC 480, redemption provisions not solely within the control
of the Company require the security to be classified outside of permanent equity. The Certificate of Incorporation provides a minimum
net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will
adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases
in the carrying amount of redeemable shares will be affected by charges against additional paid-in capital.
On
May
30, 2018, the Company’s stockholders approved the Extension of the date by which the Company must consummate a Business Combination
from June 1, 2018 to December 14, 2018. The Company requested the Extension in order to complete the Waitr Business Combination.
In connection with The Extension, 1,721,159 shares were redeemed, for a total value of $17,420,425. At September 30, 2018 and December
31, 2017, there were 23,278,841 and 25,000,000, respectively, shares of Class A common stock issued and outstanding.
As of September 30, 2018 and
December 31, 2017, the Company classified 21,810,954 and 23,651,543 public shares, respectively, as redeemable shares, classified
outside of permanent equity, and, 1,467,887 and 1,348,457 public shares, respectively, as Class A common stock.
For further information on the
founders shares and sponsor warrants, see Note 6.
Public Units
In the public offering,
the Company sold 25,000,000 units at a price of $10.00 per unit. Each unit consists of one share of the Company’s Class
A common stock, $0.0001 par value and one redeemable warrant (each a “public warrant”). Under the terms of the
warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities
Act, following the completion of the Business Combination covering the Class A common stock underlying the public warrants.
Each public warrant entitles the holder to purchase one-half of one share of Class A common stock at a price of $5.75 ($11.50
per whole share) 30 days after the completion of the Business Combination. No fractional shares will be issued upon exercise of the public warrants. If, upon exercise of the public
warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down
to the nearest whole number the number of shares of Class A common stock to be issued to the public warrant holder. Each
public warrant will become exercisable 30 days after the completion of the Business Combination. However, if the Company does
not complete the Business Combination on or prior to December 14, 2018, the public warrants will expire at such time. If the
Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of public warrants
issued in connection with the units during the exercise period, there will be no net cash settlement of these public warrants
and the public warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances
described in the warrant agreement. Once the public warrants become exercisable, the Company may call the warrants for
redemption: (i) in whole and not in part; (ii) at a price of $0.01 per public warrant; (iii) upon not less than 30 days prior
written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if,
the reported closing price of the public shares equals or exceeds $18.00 per share for any 20 trading days within a
30-trading day period ending three business days before the Company sends the notice of redemption to the public warrant
holders.
Underwriting Commissions
The Company paid an underwriting
discount of $5,000,000 ($0.20 per unit sold) to the underwriters at the closing of the public offering, with an additional fee
(“deferred discount”) of $8,750,000 ($0.35 per unit sold) payable upon the Company’s completion of the Business
Combination. The deferred discount will be forfeited by the underwriters in the event that the Company is unable to complete the
Business Combination and the subsequent liquidation of the Trust Account as described elsewhere herein. See Note 6 for further
information on underwriting commissions.
|
6.
|
Related Party Transactions
|
Founders Shares
The founders shares are identical
to the public shares included in the units sold in the public offering except that the founders shares are subject to certain transfer
restrictions and the holders of the founders shares will have the right to elect all of the Company’s directors prior to
the Business Combination. The Initial Stockholders
collectively
own 23% of the Company’s issued and outstanding shares after the public offering.
The Initial Stockholders have
agreed not to transfer, assign or sell any of their founders shares until one year after the completion of the Business Combination,
or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the
Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results
in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other
property (“Lock Up Period”).
The founders shares will automatically
convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment
as described in the prospectus relating to the public offering. In the case that additional shares of common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in the public offering and related to the closing of the
Business Combination, the ratio at which the founders shares shall convert into shares of Class A common stock will be adjusted
so that the number of shares of Class A common stock issuable upon conversion of all founders shares will equal, in the aggregate,
on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon the completion of the public offering
plus all additional shares of common stock and equity-linked securities issued or deemed issued in connection with the Business
Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination
or pursuant to the sponsor warrants. In no event will the founders shares convert into shares of Class A common stock at a ratio
that is less than one-for-one.
Public Units
As a result of the public offering,
Jefferies LLC, an affiliate of the JFG Sponsor, owns 638,561 units which consist of one share of Class A common stock and one public
warrant.
Sponsor Warrants
The Sponsors purchased an aggregate
of 14,000,000 sponsor warrants at a price of $0.50 per warrant ($7,000,000 in the aggregate) in the private placement that closed
simultaneously with the closing of the public offering. A portion of the purchase price of the sponsor warrants has been added
to the net proceeds from the public offering to be held in the Trust Account such that at closing of the public offering, $250,000,000
was placed in the Trust Account.
Each sponsor warrant entitles
the holder to purchase one-half of one share of Class A common stock at $5.75 per one-half share. The sponsor warrants (including
the Class A common stock issuable upon exercise of the sponsor warrants) will not be transferable, assignable or salable until
30 days after the completion of the Business Combination and they will be non-redeemable so long as they are held by the initial
purchasers of the sponsor warrants or their permitted transferees. If the sponsor warrants are held by someone other than the initial
purchasers of the sponsor warrants or their permitted transferees, the sponsor warrants will be redeemable by the Company and exercisable
by such holders on the same basis as the warrants included in the units sold in the public offering. Otherwise, the sponsor warrants
have terms and provisions that are identical to those of the public warrants except that the sponsor warrants may be exercised
on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating
distribution to the public stockholders and the sponsor warrants issued to the Sponsors will expire worthless.
Registration Rights
The Initial Stockholders and
holders of the sponsor warrants will be entitled to registration rights pursuant to a registration rights agreement to be signed
on or before the date of the public offering. The Initial Stockholders and holders of the sponsor warrants will be entitled to
make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the
Securities Act. In addition, these holders will have ‘‘piggy-back’’ registration rights to include their
securities in other registration statements filed by the Company. However, the registration rights agreement provides that the
Company will not permit any registration statement filed under the Securities Act to become effective until termination of the
applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Commissions
The JFG Sponsor is an affiliate
of Jefferies LLC, an underwriter of the public offering, and beneficially owns 50% of the founders shares. Jefferies LLC received
an underwriting discount of $2,125,000 at the closing of the public offering, with an additional deferred discount of $3,718,750
payable from the Trust Account upon completion of the Business Combination. See Note 5 for further information regarding underwriting
commissions.
Administrative Services Agreement
The Company entered into an
administrative services agreement in which the Company is required to pay the FEI Sponsor for office space, secretarial and administrative
services provided to members of the Company’s management team, in an amount not to exceed $10,000 per month.
Sponsor Loans
The Sponsors will not be prohibited
from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. On August 21,
2018, the Company issued a convertible promissory note (the “Convertible Note”) to the FEI Sponsor that provides for
the FEI Sponsor to advance the Company up to $1,500,000 for ongoing expenses. The Convertible Note is non-interest bearing and
is payable on the earlier of (i) the completion of an initial business combination by the Company or (ii) December 14, 2018. At
the option of the FEI Sponsor, any amounts outstanding under the Convertible Note may be converted into warrants of the post Business
Combination entity at a price of $0.50 per warrant. The warrants would be identical to the sponsor warrants. As of August 21, 2018,
the Company had drawn $1,500,000 on the Convertible Note.
Sponsors Indemnification
The Sponsors have agreed that
they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share or (ii) the actual amount per
public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of
the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party
who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s
indemnity of the underwriters of the public offering against certain liabilities, including liabilities under the Securities Act.
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s sponsors
will not be responsible to the extent of any liability for such third party claims.
Private Placement Warrant Exchange
In connection with the Debt
Financings, FEI Sponsor and JFG Sponsor have agreed to exchange the 14,000,000 warrants purchased by them in connection with the
Company’s initial public offering (the “sponsor warrants”) for 1,600,000 shares of the Company’s common
stock. In addition, the parties have agreed that the Company will repay FEI Sponsor $1,250,000 in cash and issue to FEI Sponsor
75,000 shares of the Company’s common stock at the closing of the Waitr Business Combination, in full satisfaction of the
Convertible Note.
On May 16, 2018, the Company
entered into the Merger Agreement with Merger Sub and Waitr, pursuant to which, subject to the satisfaction or waiver of certain
conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub surviving the merger in accordance with
the Delaware General Corporation Law as a wholly owned direct subsidiary of the Company. Upon the consummation of the Waitr Business
Combination, the Company will change its name to Waitr Holdings Inc.
Merger Consideration
The aggregate consideration
for the Waitr Business Combination will be comprised of $300.0 million payable in the form of cash and shares of the Company’s
common stock valued at $10.00 per share, plus approximately $8.0 million payable in the form of Company stock options to be issued
to holders of options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the effective
time of the Business Combination (the “Effective Time”).
The cash portion of the consideration
will be an aggregate amount equal to the sum of (i) $50.0 million (the “Minimum Cash Consideration Amount”) plus
(ii) an additional cash amount, if any, not to exceed $25.0 million, which together with the Minimum Cash Consideration Amount
will not exceed a maximum of $75.0 million (the “Cash Consideration”). The remainder of $300.0 million less the Cash
Consideration will be paid in the form of shares of the Company’s common stock valued at $10.00 per share (the “Stock
Consideration”). In addition, all options to purchase Waitr shares that are unvested, outstanding and unexercised as
of immediately prior to the Effective Time, valued at approximately $8.0 million, will be assumed by the Company.
Representations, Warranties
and Covenants
The parties to the Merger Agreement
have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with
respect to the conduct of Waitr during the period between execution of the Merger Agreement and the completion of the Waitr Business
Combination. The Company and Waitr have each agreed to use commercially reasonable efforts to cause the Waitr Business Combination
to be consummated.
Conditions to Closing
The closing of the Waitr Business
Combination is subject to certain conditions, including, among others, (i) approval by the Company’s stockholders of the
Extension, (ii) approval by the Company’s stockholders of the Merger Agreement, the Waitr Business Combination and certain
other actions related thereto, (iii) approval by Waitr’s stockholders of the Waitr Business Combination, (iv) approval of
the listing of the Company’s common stock to be issued in connection with the Waitr Business Combination on Nasdaq, (v) completion
of any redemptions of shares by the Company’s stockholders in connection with the Waitr Business Combination, (vi) delivery
of lockup agreements from each stockholder of Waitr receiving Stock Consideration pursuant to the Merger Agreement and from the
Company’s founders with respect to their private placement warrants, (vii) delivery by the Company of evidence that after
the closing of the Waitr Business Combination, the Company will have at least $75.0 million in cash or investments in government
securities or money market funds that invest only in direct United States Treasury obligations, and (viii) the expiration or termination
of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Termination
The Merger Agreement may be
terminated by the Company and Waitr under certain circumstances, including, among others, (i) by mutual written consent of the
Company and Waitr, (ii) by the Company or Waitr if the closing of the Waitr Business Combination has not occurred on or prior to
November 30, 2018 for any reason other than delay and/or non-performance of the party seeking such termination, (iii) by the Company
or Waitr if the Company’s stockholders do not approve the Extension, (iv) by the Company or Waitr if the Company’s
stockholders do not approve the Merger Agreement, (v) by Waitr if there exists any Nasdaq listing rule deficiency that causes a
de-listing of the Company from Nasdaq prior to the closing of the Waitr Business Combination and (vi) by Waitr if the aggregate
dollar amount of any shares redeemed by the Company’s stockholders in connection with the Extension and the Waitr Business
Combination equals or exceeds an amount that would cause (x) the combined company to fail to maintain a minimum cash balance of
at least $75 million at closing or (y) Waitr’s stockholders to receive an aggregate amount of Cash Consideration less than
the Minimum Cash Consideration Amount.
Landcadia
Holdings, Inc.