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:
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).
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. ☐
Item 7.01 Regulation FD Disclosure
Furnished as Exhibit 99.1 hereto is a press
release (the “Press Release”), dated October 19, 2020, issued by Legacy Acquisition Corp., a Delaware limited liability
company (“Legacy” or the “Company”), announcing Legacy’s participation in a webinar hosted by SPACInsider
and ICR Inc. in connection with the previously announced business combination (the “Business Combination”) of Legacy
with Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) pursuant to the Business Combination Agreement
(the “Business Combination Agreement”), dated September 18, 2020, by and among Legacy, Excel Merger Sub I, Inc., Excel
Merger Sub II, LLC, Onyx and Shareholder Representative Services LLC.
The information in this Item 7.01 and incorporated
by reference hereto is being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
About Legacy Acquisition Corp.
Legacy raised $300 million in November 2017
and its securities are listed on the New York Stock Exchange (“NYSE”). At the time of its listing, Legacy was the only
Special Purpose Acquisition Company on the NYSE led predominantly by African American managers and sponsor investors. Legacy was
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or similar business combination with one or more target businesses. Legacy is sponsored by a team of proven leaders primarily comprised
of former Procter & Gamble executives and is supported by a founder/shareholder group of proven operationally based value builders.
These executives have extensive experience in building brands and transforming businesses for accelerated growth. Legacy’s
founders and management expectation is that Legacy will serve as a role model for African Americans and other under-represented
business leaders to achieve success not just in the executive ranks of large Corporations, but also as entrepreneurs in the productive
use of capital through mergers and acquisitions on Wall Street. For more information please visit www.LegacyAcquisition.com.
Forward-Looking Statements
This Current Report on Form 8-K contains
certain forward-looking statements. Legacy’s and Onyx’s actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “propose,” “plan,” “contemplate,” “may,” “will,”
“might,” “shall,” “would,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional,”
“opportunities” and similar expressions are intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, Legacy’s estimates of its public company costs, including related insurance costs.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of
these factors are outside Legacy’s and Onyx’s control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the
termination of the Business Combination Agreement, (2) the outcome of any legal proceedings that may be instituted against
Legacy and other transaction parties following the announcement of the Business Combination Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed Business Combination, including due to the inability to satisfy conditions
to closing in the Business Combination Agreement; (4) the occurrence of any event, change or other circumstance that could
otherwise cause the Business Combination to fail to close; (5) the receipt of an unsolicited offer from another party for
an alternative business transaction that could interfere with the proposed Business Combination; (6) the inability to obtain
or maintain the listing of the post-acquisition company’s Class A common stock on the NYSE (or such other nationally
recognized stock exchange on which shares of the post-acquisition company’s Class A common stock are then listed) following
the proposed Business Combination; (7) the risk that the proposed Business Combination disrupts current plans and operations
as a result of the announcement and consummation of the proposed Business Combination; (8) the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined
company to operate cohesively as a standalone group, grow and manage growth profitably and retain its key employees; (9) costs
related to the proposed Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that Onyx or
the combined company may be adversely affected by other economic, business, and/or competitive factors; (12) the aggregate number
of Legacy shares tendered in the tender offer by the holders of Legacy’s Class A common stock in connection with the
proposed Business Combination; (13) disruptions in the economy or business operations of Onyx or its suppliers due to the impact
of COVID-19; (14) the outcome of pending legal proceedings with certain Onyx stockholders; (15) potential adjustments to the unaudited
non-GAAP interim financial results of Onyx; and (16) other risks and uncertainties indicated from time to time in the information
statement relating to the proposed Business Combination, including those under “Risk Factors” therein, and in Legacy’s
other filings with the Securities and Exchange Commission (the “SEC”), including the Schedule TO that was filed with
the SEC in connection with the Business Combination. Legacy cautions that the foregoing list of factors is not exclusive. Legacy
cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Legacy
does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement
is based.
Important Information about the Information Statement, the
Consent Solicitation Statement and the Proxy Statement
Legacy has filed with the SEC a preliminary
information statement with respect to the Business Combination for its stockholders containing the information with respect to
the Business Combination specified in Schedule 14C promulgated under the Exchange Act and describing the proposed Business Combination
and the other transactions contemplated by the Business Combination Agreement. In addition, in connection with the proposed amendments
(the “Warrant Amendments”) to the Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company,
dated as of November 16, 2017, Legacy has filed a preliminary consent solicitation statement with the SEC. Additionally, in connection
with another extension of the deadline by which Legacy must complete the Business Combination (the “Deadline Extension”),
Legacy filed a preliminary proxy statement with the SEC on October 14, 2020 and intends to file other relevant materials with the
SEC in connection therewith, including a definitive proxy statement on Schedule 14A. Legacy’s security holders and other
interested persons are advised to read the applicable information statement, consent solicitation statement or preliminary proxy
statement and any respective amendments thereto and other relevant materials to be filed in connection with the proposed Business
Combination, Warrant Amendments and Deadline Extension, respectively, with the SEC, including, when available, a definitive information
statement on Schedule 14C, a definitive consent solicitation statement on Schedule 14A and a definitive proxy statement on Schedule
14A and the respective documents incorporated by reference therein, as these materials contain and will contain important information
about the Business Combination, Warrant Amendments and Deadline Extension, as applicable. When available, the definitive information
statement, definitive consent solicitation statement or definitive proxy statement and other relevant materials for the Business
Combination, Warrant Amendments and Deadline Extension, respectively, will be mailed to the applicable securityholders of Legacy
as of September 30, 2020. Securityholders are able to obtain copies of the preliminary information statement, the preliminary consent
solicitation statement and the preliminary proxy statement, and, once available, will be able to obtain the definitive information
statement, the definitive consent solicitation statement and the definitive proxy statement and other documents filed with the
SEC that will be incorporated by reference therein, without charge, at the SEC’s web site at www.sec.gov, or by directing
a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161.
Participants in the Solicitation
Legacy and its directors and executive
officers may be deemed participants in the solicitation of consents from Legacy’s warrantholders with respect to the Warrant
Amendments. A list of the names of those directors and executive officers and a description of their interests in Legacy will be
contained in Legacy’s definitive proxy statement that will be filed with respect to the Warrant Amendments and are contained
in the preliminary consent solicitation statement and in its annual report on Form 10-K for the fiscal year ended December
31, 2019, which were filed with the SEC and are available free of charge at the SEC’s web site at www.sec.gov, or
by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary,
(513) 618-7161.
No Offer or Solicitation
This Current Report on Form 8-K shall not
constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business
Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or in accordance with
an exemption from registration therefrom.
Item 9.01 Financial Statements
and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LEGACY ACQUISITION CORP.
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October 19, 2020
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By:
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/s/ William C. Finn
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Name:
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William C. Finn
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Title:
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Chief Financial Officer
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Exhibit 99.1
Onyx Enterprises Int’l, Corp. and
Legacy Acquisition Corp. to Participate
in SPACInsider-ICR Webinar on October
22nd at 2pm ET
October 19, 2020 – New York, NY and Cranbury NJ –
Onyx Enterprises Int’l, Corp. (“Onyx”), owner and operator of a leading digital commerce platform for the automotive
market, “CARiD.com,” which has entered into a definitive business combination agreement with Legacy Acquisition Corp.
(NYSE: “LGC”) (“Legacy”), a publicly-traded special purpose acquisition company (SPAC), today announced
that the two companies will participate in a webinar hosted by SPACInsider and ICR on October 22, 2020 at 2:00 p.m. ET.
Learn more and register for the event at:
https://icrinc.zoom.us/webinar/register/1716027793907/WN_rGzbsInrRUaAlE3lb4rxog
Participants in the webinar will include:
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Edwin Rigaud, Chief Executive Officer of Legacy Acquisition Corp.
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Darryl McCall, President, Legacy Acquisition Corp
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Rick White, Director, Legacy Acquisition Corp
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Prashant Pathak, Chairman of Onyx
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Antonino Ciappina, operating as the Chief Executive of Onyx
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Kailas Agrawal, Chief Financial Officer of Onyx
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With CARiD, Onyx has developed a distinctive proprietary technology
platform for digital commerce and fulfillment, relying on insights extracted from nearly 14 billion data points, a physical footprint
network comprising over 2,500 shipping locations, nearly 5,000 active brands, and machine-learning algorithms for complex fitment
industries such as vehicle parts and accessories. In announcing their definitive business merger agreement with Legacy, Onyx is
positioned to accelerate further growth with new cash funding resulting from the business combination as it looks to increase its
already significant footprint in the auto aftermarket industry.
Onyx’s proprietary fitment data and algorithms used in
CARiD.com and other verticals (such as MOTORCYCLEiD, TRUCKiD, and BOATiD) compiled over the past decade, combined with its substantial
investments in artificial intelligence and machine learning, provide online consumers with an enhanced user experience in featuring
a breadth of offerings and service levels (including search capabilities, training and learning, and provision of data suppliers
to enhance their product information), positioning it as a key leader in the already $400+ billion auto aftermarket industry.
The transaction values Onyx at an
estimated enterprise value of $331.1 million, which represents a 0.7x EV / 2021E Revenue multiple, a discount to primary
publicly-listed peer, PRTS’, EV / 2021E Revenue multiple of 1.2x1
and a 16.9x EV / 2021E Adjusted EBITDA multiple, a discount to PRTS’ EV / 2021E Adjusted EBITDA multiple of
25.1x1. As of June 30, 2020, CARiD was well-capitalized with approximately $45.7 million of cash on the balance
sheet. CARiD’s existing common shareholders are rolling 100% of their equity in CARiD, which represents 67.1% of the
pro forma company. The transaction is expected to close November 2020.
1 Based on Wall Street analyst consensus estimates
as of 10/12/20.
About Onyx Enterprises Int’l, Corp.
Onyx is a technology-driven, digital commerce company focused
on creating custom infrastructure and unique user experiences within niche markets. Onyx was founded in 2008 with a vision of creating
a one-stop eCommerce destination for the automotive parts and accessories market. Onyx has since become a market leader and proven
brand-builder, fueled by its commitment to delivering a revolutionary shopping experience; comprehensive, accurate and varied product
offerings, and continued digital commerce innovation. For more information please visit www.onyx.com and www.carid.com.
About Legacy Acquisition Corp.
Legacy raised $300 million in November 2017 and its securities
are listed on the New York Stock Exchange (“NYSE”). At the time of its listing, Legacy was the only Special Purpose
Acquisition Company on the NYSE led predominantly by African American managers and sponsor investors. Legacy was formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar
business combination with one or more target businesses. Legacy is sponsored by a team of proven leaders primarily comprised of
former Procter & Gamble executives and is supported by a founder/shareholder group of proven operationally based value builders.
These executives have extensive experience in building brands and transforming businesses for accelerated growth. Legacy’s
founders and management expectation is that Legacy will serve as a role model for African Americans and other underrepresented
business leaders to achieve success not just in the executive ranks of large Corporations, but also as entrepreneurs in the productive
use of capital through mergers and acquisitions on Wall Street. For more information please visit www.LegacyAcquisition.com.
About SPACInsider
SPACInsider is a trusted intelligence
and analysis provider specializing in the Special Purpose Acquisition Corporation (SPAC) asset class. SPACInsider’s mission
is to be the best-in-class source for SPAC information benefiting investors, SPAC teams, bankers and service providers. The company
provides comprehensive data covering the SPAC transaction universe, along with detailed analysis and coverage of IPO and acquisition
events. SPACInsider is led by Kristi Marvin, a career investment banker with over 15 years of experience in the capital markets,
who began working on SPACs in 2005. Learn more at SPACInsider.com.
About ICR
Established in 1998, ICR partners with companies to execute
strategic communications and advisory programs that achieve business goals, build awareness and credibility, and enhance long-term
enterprise value. The firm’s highly-differentiated service model, which pairs capital markets veterans with senior communications
professionals, brings deep sector knowledge and relationships to more than 650 clients in approximately 20 industries. ICR’s
healthcare practice operates under the Westwicke brand (www.westwicke.com). Today, ICR is one of the largest and most experienced
independent communications and advisory firms in North America, maintaining offices in New York, Norwalk, Boston, Baltimore, San
Francisco, San Diego and Beijing. ICR also advises on capital markets transactions through ICR Capital, LLC. Learn more at www.icrinc.com.
Follow us on Twitter at @ICRPR.
Additional Information about the
Business Combination and Where to Find It
This communication is being made in respect of the proposed
business combination involving Legacy Acquisition Corp. and Onyx Enterprises Int’l, Corp. Legacy Acquisition Corp. has filed
a preliminary information statement on Schedule 14C with the Securities and Exchange Commission (the “SEC”) and will
file a definitive information statement and other documents with the SEC regarding the proposed transaction. A copy of the definitive
information statement will also be sent to the stockholders of Legacy Acquisition Corp. Before making any voting or investment
decision, investors and security holders of Legacy Acquisition Corp. are urged to carefully read the entire information statement
and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they
will contain important information about the proposed transaction. The documents filed by Legacy Acquisition Corp. with the SEC
may be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to: Legacy Acquisition Corp.,
1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161.
Participants in the Solicitation
Legacy
and its directors and executive officers may be deemed participants in the solicitation of consents from Legacy’s warrantholders
with respect to the proposed amendments (the “Warrant Amendments”) to the Warrant Agreement between Legacy and Continental
Stock Transfer & Trust Company, dated as of November 16, 2017. A list of the names of those directors and executive officers
and a description of their interests in Legacy will be contained in Legacy’s definitive consent solicitation statement that
will be filed with respect to the Warrant Amendments and are contained in the preliminary consent solicitation statement and in
its annual report on Form 10-K for the fiscal year ended December 31, 2019, which were filed with the SEC and are available
free of charge at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp.,
1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161.
No Offer or Solicitation
This press release shall
not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed
business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended,
or in accordance with an exemption from registration therefrom.
Forward-Looking Statements
This press release includes “forward-looking statements.”
Legacy’s and Onyx’s actual results may differ from their expectations, estimates and projections and consequently,
you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “propose,”
“plan,” “contemplate,” “may,” “will,” “might,” “shall,”
“would,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” “positioned,” “goal,” “conditional,” “opportunities” and
similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without
limitation, the transaction value of the proposed business combination, as well as the anticipated closing date of the transaction.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially
from the expected results. Most of these factors are outside Legacy’s and Onyx’s control and are difficult to predict.
Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the business combination agreement, (2) the outcome of any legal proceedings that may
be instituted against Legacy and other transaction parties following the announcement of the business combination agreement and
the transactions contemplated therein; (3) the inability to complete the proposed transaction, including due to the inability to
satisfy conditions to closing in the business combination agreement; (4) the occurrence of any event, change or other circumstance
that could otherwise cause the transaction to fail to close; (5) the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the proposed transaction; (6) the inability to obtain or maintain the
listing of the post-acquisition company’s Class A common stock on the NYSE (or such other nationally recognized stock exchange
on which shares of the Class A common stock are then listed) following the proposed transaction; (7) the risk that the proposed
transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed transaction;
(8) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things,
competition, the ability of the combined company to operate cohesively as a standalone group, grow and manage growth profitably
and retain its key employees; (9) costs related to the proposed transaction; (10) changes in applicable laws or regulations; (11)
the possibility that Onyx or the combined company may be adversely affected by other economic, business, and/or competitive factors;
(12) the aggregate number of Legacy shares tendered in the tender offer by the holders of Legacy’s Class A common stock in
connection with the proposed transaction; (13) disruptions in the economy or business operations of Onyx or its suppliers due to
the impact of COVID-19; (14) the outcome of pending legal proceeding with certain Onyx stockholders; (15) potential adjustments
to the unaudited non-GAAP interim financial results of Onyx; and (16) other risks and uncertainties indicated from time to time
in the information statement relating to the proposed transaction, including those under “Risk Factors” therein, and
in Legacy’s other filings with the SEC, including the Schedule TO that will be filed with the SEC in connection with the
transaction. Legacy cautions that the foregoing list of factors is not exclusive. Legacy cautions readers not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. Legacy does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations
or any change in events, conditions or circumstances on which any such statement is based.
Legacy/Investors:
Dawn Francfort / Brendon Frey
ICR
PARTSiDIR@icrinc.com
Media:
Keil Decker
ICR
PARTSiDPR@icrinc.com
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