Filing Summary
Business Context and Reporting Period
Landcadia Holdings III, Inc. filed this Form 8-K regarding its proposed business combination with HMAN Group Holdings Inc. and its subsidiaries, collectively Hillman. The report concerns events occurring on March 12, 2021, and was signed on March 16, 2021.
Material Agreement and Transaction Update
On March 12, 2021, Landcadia, its wholly owned merger subsidiary, Hillman Holdco, and the stockholder representative entered into a First Amendment to the January 24, 2021 Agreement and Plan of Merger.
The amendment clarifies the treatment of Hillman’s Debentures Indenture and Trust Preferred Securities. Because the securities cannot be redeemed and the indenture cannot be satisfied and discharged on the closing date:
- At closing, funds sufficient to satisfy and discharge the Debentures Indenture will be deposited with the indenture trustee.
- Upon receipt of those funds, the Hillman Group Capital Trust is expected to redeem the Trust Preferred Securities.
- Hillman Trust and its subsidiaries are required to complete the redemption as promptly as practicable after closing.
Financial Metrics and Liquidity
This filing does not provide revenue, profit, cash flow, margins, debt balances, liquidity measures, or other current-period financial metrics. It also does not provide a quantified amount of funds required to discharge the Debentures Indenture or redeem the Trust Preferred Securities.
Outlook, Risks, and Contingencies
The proposed business combination remained subject to stockholder approval, applicable regulatory approvals, satisfaction of other closing conditions, and other provisions of the amended Merger Agreement. The filing does not provide updated transaction timing or financial guidance.
Identified risks include failure to complete the transaction; termination of the Merger Agreement; inability to realize expected benefits; disruption to Hillman’s operations; competition and difficulties managing growth or retaining key employees; transaction costs; changes in law or regulation; litigation; COVID-19 impacts; adverse economic or competitive conditions; and failure to maintain Nasdaq listing.
The filing contains forward-looking statements regarding the transaction and its anticipated benefits. Actual outcomes may differ materially, and the parties disclaim an obligation to update such statements.
Important Facts to Verify
- Whether the proposed business combination received all required stockholder and regulatory approvals and ultimately closed.
- The amount of funds deposited to satisfy and discharge the Debentures Indenture.
- Whether and when the Trust Preferred Securities were redeemed.
- The transaction’s final capital structure, debt balances, and liquidity following closing.
- The risk factors and transaction conditions described in the Form S-4 registration statement and related proxy statement/prospectus.