Amended Current Report Filing (8-k/a)
29 Julho 2021 - 6:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 29, 2021 (July 14, 2021)
HILLMAN SOLUTIONS CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-39609
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85-2096734
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10590 Hamilton Avenue
Cincinnati, OH 45231
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (513) 851-4900
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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HLMN
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of common stock, each at an exercise price of $11.50
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HLMNW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Introductory Note
This Current Report on Form
8-K/A is filed as an amendment no. 1 (this “Amendment”) to the Current Report on Form 8-K filed on July 20, 2021 (the
“Original Form 8-K”) by Hillman Solutions Corp. (formerly known as Landcadia Holdings III, Inc., “Landcadia”),
a Delaware corporation (the “Company”) in order to provide additional financial statements and information required
by Item 9.01 of the Original Form 8-K and to update certain disclosures contained in Item 2.01 of the Original Report in connection with
providing such additional financial statements and information.
As previously
reported in the Original Form 8-K, on July 14, 2021, the Company completed the previously announced business combination (the “Closing”)
contemplated by an Agreement and Plan of Merger, dated as of January 24, 2021 (as amended on March 12, 2021, and as it may be further
amended or supplemented from time to time, the “Merger Agreement”), by and among Landcadia, Helios Sun Merger Sub,
a wholly-owned subsidiary of Landcadia (“Merger Sub”), HMAN Group Holdings Inc., a Delaware corporation (“Hillman
Holdco”) and CCMP Sellers’ Representative, LLC, a Delaware limited liability company in its capacity as the Stockholder
Representative thereunder (the “Stockholder Representative”).
Pursuant to
the terms of the Merger Agreement, Merger Sub merged with and into Hillman Holdco with Hillman Holdco surviving the merger as a wholly
owned subsidiary of New Hillman, which was renamed “Hillman Solutions Corp.” (the “Merger” and together
with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Unless the context otherwise
requires, the “Company” refers to the registrant and its subsidiaries, including Landcadia and its subsidiaries, after the
Closing, and “Landcadia” refers to the registrant prior to the Closing.
The Original
Form 8-K incorporated by reference, among other items, the financial statements of Hillman Holdco as of and for the fiscal years ended
December 26, 2020 and December 28, 2019, and as of and for the three months ended March 27, 2021 from the Definitive Proxy Statement /
Prospectus filed by Landcadia with the Securities and Exchange Commission on July 24, 2021 (the “Proxy Statement”)
and the financial statements of Landcadia as of and for the fiscal year ended December 31, 2020 and as of December 31, 2019 and for the
period from March 13, 2018 (date of inception) through December 31, 2018 from the Proxy Statement.
The Original
Form 8-K is amended by this Amendment to provide (i) the audited financial statements of Hillman Holdco as of and for the fiscal years
ended December 31, 2020 and December 31, 2019 and (ii) the unaudited pro forma condensed combined financial information of Landcadia and
Hillman Holdco as of and for the year ended December 31, 2020, each of which are included under Item 9.01 hereto, in accordance with the
rules and regulations of the Securities and Exchange Commission, as well as the additional corresponding information for the relevant
fiscal period. This Amendment No. 1 does not amend any other item of the Form 8-K or purport to provide an update or a discussion of any
developments at the Company subsequent to the filing date of the Form 8-K.
Item
2.01 Completion of Acquisition of Assets.
Management’s Discussion
and Analysis of Financial Condition and Results of Operations
The Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Hillman Holdco as of and for the thirteen and twenty six weeks
ended June 26, 2021 is included in this Amendment as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(a) Financial Statements
The financial statements of
Hillman Holdco as of and for the thirteen and twenty-six weeks ended June 26, 2021 and June 27, 2020 are attached hereto as Exhibit 99.2
and are incorporated by reference herein.
(b) Pro forma financial
information
The unaudited pro forma condensed
combined financial information of Landcadia and Hillman Holdco as of and for the twenty six weeks ended June 26, 2021 is set forth in
Exhibit 99.3 and is incorporated herein by reference.
(d) Exhibits:
Exhibit
No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of January 24, 2021, by and among Landcadia Holdings III, Inc., Helios Sun Merger Sub, Inc., HMAN Group Holdings Inc. and CCMP Sellers’ Representative, LLC, solely in its capacity as representative of the stockholders of HMAN Group Holdings Inc. (incorporated by reference to Exhibit 2.1 of Landcadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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2.2
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First Amendment to Merger Agreement, dated as of March 12, 2021, by and among Landcadia Holdings III, Inc., Helios Sun Merger Sub, Inc., HMAN Group Holdings Inc. and CCMP Sellers’ Representative, LLC, solely in its capacity as representative of the stockholders of HMAN Group Holdings Inc. (incorporated by reference to Exhibit 2.2 of Landcadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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3.1
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Third Amended and Restated Certificate of Incorporation of Hillman Solutions Corp.
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3.2
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Amended and Restated Bylaws of Hillman Solutions Corp.
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4.1
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Amended and Restated Warrant Agreement, dated as of November 13, 2020, between Landcadia and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 of Landcadia’s Quarterly Report on Form 10-Q (File No. 001-39609), filed with the SEC on November 16, 2020).
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4.2
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Amended and Restated Declaration of Trust. (incorporated by reference to Exhibit 4.1 to the The Hillman Companies, Inc.’s Registration Statement No. 333-44733 on Form S-2)
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4.3
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Preferred Securities Guarantee. (incorporated by reference to Exhibit 4.3 to the The Hillman Companies, Inc.’s Registration Statement No. 333-44733 on Form S-2)
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10.1
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Form of Subscription Agreement, dated January 24, 2021, by and between Landcadia Holdings III, Inc. and the subscribers party thereto (incorporated by reference to Exhibit 10.3 of Landcadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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10.2
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Amended and Restated Registration Rights Agreement, dated July 14, 2021, by and among Hillman Solutions Corp., Jefferies Financial Group Inc., TFJ, LLC, CCMP Capital Investors III, L.P., CCMP Capital Investors (Employee) III, L.P., CCMP Co-Invest III A, L.P., Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. and OHCP III HC RO, L.P.
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10.3
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Form Hillman Solutions Corp. 2021 Equity Incentive Plan (incorporated by reference to 10.1 of Landcadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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10.4
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Amended and Restated Letter Agreement, dated as of January 24, 2021, by and among Landcadia Holdings III, Inc., its officers, its directors, TJF, LLC and Jefferies Financial Group Inc. (incorporated by reference to Exhibit 10.5 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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10.5
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Form of Indemnification Agreement
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10.7
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Form Hillman Solutions Corp. 2021 Employee Stock Purchase Plan (incorporated by reference to 10.2 of Landcadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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10.8
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Hillman Solutions Corp. 2021 Cash Incentive Plan
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10.9
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Form of Non-Qualified Stock Option Award Agreement under the Hillman Solutions Corp. 2021 Equity Incentive Plan
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10.16
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Employment Agreement between Randall Fagundo and The Hillman Group, Inc. dated August 10, 2018 (incorporated by reference to Exhibit 10.19 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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10.17
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Employment Agreement between George Murphy and The Hillman Group, Inc. dated October 1, 2018 (incorporated by reference to Exhibit 10.20 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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10.18
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Employment Agreement between Jarrod Streng and The Hillman Group, Inc. dated October 1, 2018 (incorporated by reference to Exhibit 10.21 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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10.19
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ABL Credit Agreement, dated as of May 31, 2018, by and among Hillman Investment Company, a Delaware corporation, The Hillman Companies, Inc., a Delaware corporation, The Hillman Group Canada ULC, a British Columbia unlimited liability company, the other loan parties party thereto, the Lenders and Issuing Banks from time to time party hereto, including Barclays Bank PLC, and Barclays, in its capacities as administrative agent and collateral agent and the Swingline Lender, with Barclays, Jefferies Finance LLC, Citizens Bank, N.A. and MUFG Union Bank, N.A. as joint lead arrangers and joint bookrunners, Credit Suisse Loan Funding LLC and PNC Bank, National Association, as a documentation agent (incorporated by reference to Exhibit 10.14 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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10.20
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Amendment No. 1, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.16 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
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10.21
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Amendment No. 2, dated as of July 14, 2021, by and among Hillman Investment Company, a Delaware corporation, The Hillman Group, Inc., a Delaware corporation, The Hillman Group Canada ULC, a British Columbia unlimited liability company, the Subsidiary Guarantors, the Released Party, the Lenders listed on the signature pages hereto and Barclays Bank PLC, in its capacity as administrative agent for the Lenders.
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10.22
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Credit Agreement, dated as of July 14, 2021, by and among The Hillman Group, Inc., a Delaware corporation, Hillman Investment Company, a Delaware corporation, the Lenders from time to time party hereto and Jefferies Finance LLC, in its capacities as administrative agent and collateral agent, with Jefferies and Barclays Bank PLC as joint lead arrangers and joint bookrunners.
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21.1
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List of Subsidiaries
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* Filed herewith.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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HILLMAN SOLUTIONS CORP.
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By:
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/s/ Douglas J. Cahill
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Dated: July 29, 2021
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Name:
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Douglas J. Cahill
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Title:
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Chairman, President and Chief Executive Officer
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