UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 11, 2020
B. RILEY PRINCIPAL MERGER CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001- 38864 | 83-2583782 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
299 Park Avenue, 21st Floor
New York, New York 10171
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 457-3300
N/A
(Former name or former address, if changed since last report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | BRPM.U | The New York Stock Exchange | ||
| Class A common stock, $0.0001 par value per share | BRPM | The New York Stock Exchange | ||
| Warrants, each exercisable for one share of Class A common stock | BRPM WS | The New York Stock Exchange |
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 11, 2020, B. Riley Principal Merger Corp., a Delaware corporation (the “Company” or “BRPM”), held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, a total of 11,783,391 (63.93%) of BRPM’s issued and outstanding common stock held of record as of January 16, 2020, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. BRPM’s stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.
| 1. | The Business Combination Proposal. To approve and adopt the Agreement and Plan of Merger, dated as of December 11, 2019 (as the same may be amended from time to time, the “Merger Agreement”), by and among the Company, BR Canyon Merger Sub Corp., a wholly-owned subsidiary of the Company and a Michigan corporation (“Merger Sub”), Alta Equipment Holdings, Inc., a Michigan corporation (“Alta”), and Ryan Greenawalt ("Greenawalt"), pursuant to which Merger Sub will merge with and into Alta (the “Merger”) in accordance with the Merger Agreement, and the separate corporate existence of Merger Sub will thereupon cease, and Alta will become a wholly-owned subsidiary of the Company on the terms and subject to the conditions set forth in the Merger Agreement, and approve the other transactions contemplated by the Merger Agreement. |
| Votes For | Votes Against | Abstentions | |||||||
| 11,297,539 | 485,852 | 0 | |||||||
| 2. | The Charter Amendment Proposal. To approve and adopt, assuming the business combination proposal is approved and adopted, the third amended and restated certificate of incorporation of the Company (the “Proposed Charter”), which, if approved, would take effect upon the closing of the business combination (the “Closing”). |
| Votes For | Votes Against | Abstentions | ||||||||
| 11,297,539 | 485,852 | 0 | ||||||||
The Advisory Charter Proposals. To approve and adopt, on a non-binding advisory basis, certain amendments to the amended and restated certificate of incorporation of the Company (the “Charter”) as reflected in the Proposed Charter, which are being presented separately, in accordance with the requirements of the SEC, as six sub-proposals (collectively, the “advisory charter proposals”):
| 3. | Advisory Charter Proposal A — To, upon completion of the business combination and the conversion of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), into the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), increase the authorized capital stock of the Company from 126,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 25,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock to 201,000,000 shares, which would consist of 200,000,000 shares of common stock, par value $0.0001 per share (“common stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share, by, on the effective date of the filing of the Proposed Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class B common stock as common stock and (iii) creating an additional 75,000,000 shares of common stock: |
| Votes For | Votes Against | Abstentions | ||||||||
| 11,297,539 | 485,852 | 0 | ||||||||
| 4. | Advisory Charter Proposal B — To change the stockholder vote required to amend certain provisions of the Proposed Charter and the Company’s bylaws: |
| Votes For | Votes Against | Abstentions | ||||||||
| 10,395,539 | 1,387,852 | 0 | ||||||||
| 5. | Advisory Charter Proposal C — To clarify that the current exclusive forum provision in the Charter adopting Delaware as the exclusive forum for certain stockholder litigation does not apply to claims (i) arising under the Securities Act of 1933, as amended (the “Securities Act”), as to which the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware have concurrent jurisdiction under Section 22 of the Securities Act, or (ii) brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as to which the federal courts have exclusive jurisdiction under Section 27 of the Exchange Act: |
| Votes For | Votes Against | Abstentions | ||||||||
| 10,385,539 | 1,387,852 | 10,000 | ||||||||
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| 6. | Advisory Charter Proposal D — To remove the waiver of the corporate opportunity doctrine: |
| Votes For | Votes Against | Abstentions | ||||||||
| 11,287,539 | 485,852 | 10,000 | ||||||||
| 7. | Advisory Charter Proposal E — To provide that Section 203 of the Delaware General Corporation Law, which governs business combinations between the Company and certain interested stockholders, does not apply to the Company: |
| Votes For | Votes Against | Abstentions | ||||||||
| 11,287,539 | 485,852 | 10,000 | ||||||||
| 8. | Advisory Charter Proposal F — To provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “B. Riley Principal Merger Corp.” to “Alta Equipment Group Inc.” and making the Company’s corporate existence perpetual and (ii) removing certain provisions related to the Company's status as a blank check company that will no longer apply upon consummation of the business combination: |
| Votes For | Votes Against | Abstentions | ||||||||
| 11,287,539 | 485,852 | 10,000 | ||||||||
| 9. | The NYSE Proposal. To approve, assuming the business combination proposal and the charter amendment proposal are approved and adopted, for the purposes of complying with the applicable provisions of Section 312.03 of the Listed Company Manual of the New York Stock Exchange (the “NYSE”), (i) the issuance of shares of common stock to Greenawalt pursuant to the terms of the Merger Agreement, (ii) the issuance of shares of common stock to the PIPE investors (as defined in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 23, 2020 (the “Proxy Statement”)) and (iii) the issuance of shares of common stock underlying units to be issued to B. Riley Principal Investments, LLC (“BRPI”) or its designees pursuant to the terms of the forward purchase agreement, dated as of April 8, 2019, by and between the Company and BRPI (the “NYSE proposal” and, collectively with the business combination proposal and the charter amendment proposal, the “condition precedent proposals”): |
| Votes For | Votes Against | Abstentions | ||||||||
| 11,287,539 | 485,852 | 10,000 | ||||||||
| 10. | The Director Election Proposal. To elect, assuming the condition precedent proposals are approved and adopted, five directors to serve staggered terms on the Company's board of directors until the 2021 and 2022 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal: |
Katherine E. White
| Votes For | Withhold | |||||
| 11,297,539 | 485,852 | |||||
Daniel Shribman
| Votes For | Withhold | |||||
| 11,297,539 | 485,852 | |||||
2
Zachary E. Savas
| Votes For | Withhold | |||||
| 11,297,539 | 485,852 | |||||
Ryan Greenawalt
| Votes For | Withhold | |||||
| 11,297,539 | 485,852 | |||||
Andrew Studdert
| Votes For | Withhold | |||||
| 11,297,539 | 485,852 | |||||
| 11. | The Incentive Plan Proposal. To approve and adopt, assuming the condition precedent proposals are approved and adopted, the Alta Equipment Group Inc. 2020 Omnibus Incentive Plan, a copy of which is attached to the Proxy Statement as Annex C (we refer to this proposal as the “incentive plan proposal”): |
| Votes For | Votes Against | Abstentions | ||||||||
| 11,287,539 | 485,852 | 10,000 | ||||||||
| Item 7.01 | Regulation FD Disclosure. |
On February 11, 2020, BRPM issued a press release announcing the results of the Special Meeting.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1 attached hereto, 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, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 11, 2020. |
3
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.
| B. RILEY PRINCIPAL MERGER CORP. | |||
| By: | /s/ Daniel Shribman | ||
| Dated: February 11, 2020 | Name: | Daniel Shribman | |
|
Title: |
Chief Financial Officer |
||
4
Exhibit 99.1
B. Riley Principal Merger Corp. Announces Stockholder Approval of Business Combination with Alta Equipment Holdings, Inc.
Business Combination Expected to Close February 14, Subject to Satisfaction of Closing Conditions
New York, February 11, 2020 /PRNewswire/ -- B. Riley Principal Merger Corp. (NYSE: BRPM, BRPM WS, BRPM.U) (“BRPM” or the “Company”), a special purpose acquisition company sponsored by an affiliate of B. Riley Financial, Inc. (Nasdaq: RILY) (“B. Riley Financial”), today announced that its stockholders have voted in favor of the Company's proposed initial business combination (the "business combination") with Alta Equipment Holdings, Inc. ("Alta"), a leading provider of premium industrial and construction equipment and related services.
The business combination is expected to close on February 14, 2020, subject to the satisfaction of certain customary closing conditions. Upon closing, the Company will be renamed Alta Equipment Group Inc. Shares of the Company’s common stock are expected to begin trading on the New York Stock Exchange under the ticker symbol “ALTG” on February 18, 2020.
Dan Shribman, Chief Investment Officer of B. Riley Financial and Chief Financial Officer of BRPM, stated, “Today’s high percentage stockholder approval of the business combination validates our belief in Alta’s potential and its market leadership as the largest and only pure-play industrial and construction equipment dealer trading in the public market.”
Ryan Greenawalt, Chief Executive Officer of Alta, added, “Establishing a public currency will facilitate Alta’s ability to execute on the significant growth opportunity that lies ahead, while offering investors a unique opportunity to benefit from the growth and consolidation occurring in the construction and industrial markets. We look forward to welcoming our new stockholders and thank Alta’s dedicated employees and partners who made this milestone event possible.”
Alta’s previously announced acquisitions of Liftech Equipment Companies, Inc. (“Liftech”) and FlaglerCE Holdings, LLC (“Flagler”) are expected to close concurrently with the completion of the business combination.
About Alta Equipment Holdings Inc.
Alta owns and operates one of the largest integrated equipment dealership platforms in the U.S. Through its branch network, Alta sells, rents, and provides parts and service support for several categories of specialized equipment, including lift trucks and aerial work platforms, cranes, earthmoving equipment and other industrial and construction equipment. Alta has operated as an equipment dealership for 35 years and has developed a branch network that includes 31 total locations in Michigan, Illinois, Indiana, and New England. Alta offers its customers a one-stop-shop for most of their equipment needs by providing sales, parts, service, and rental functions under one roof. More information can be found at www.altaequipment.com.
About B. Riley Principal Merger Corp.
B. Riley Principal Merger Corp. is a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. The Company raised $143.75 million in its initial public offering and began trading on the New York Stock Exchange in April 2019. Its shares of Class A common stock, units and warrants trade under the ticker symbols "BRPM," "BRPM.U" and "BRPM WS," respectively.
Forward-Looking Statements
This press release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: the expected timing of the closing the business combination, Alta’s ability to effect the acquisitions of each of Liftech and Flagler (the “acquisitions”); the parties’ ability to effect the business combination; the benefits of the acquisitions and of the business combination; the future financial performance of the Company following the business combination; and changes in Alta’s, Liftech’s and Flagler’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the parties’ views as of any subsequent date, and the Company and Alta do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ 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 agreement and plan of merger relating to the business combination (as the same may be amended from time to time, the “Merger Agreement”) or the acquisitions; (2) the outcome of any legal proceedings that may be instituted against the Company or Alta relating to the business combination and related transactions; (3) the inability to complete the transactions contemplated by the Merger Agreement or the acquisitions due to the failure to satisfy conditions to the closing of the proposed business combination ; (4) the ability to obtain or maintain the listing of the Company’s shares of Class A common stock on the New York Stock Exchange following the proposed business combination; (5) the risk that the proposed business combination or the acquisitions disrupt the parties’ current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed business combination or the acquisitions, which may be affected by, among other things, competition, the ability of the Company business to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed business combination or the acquisitions; (8) changes in applicable laws or regulations; (9) the possibility that the Company, Alta, Liftech or Flagler may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the proxy statement filed by the Company with the SEC in connection with the proposed business combination, including those under “Risk Factors” therein, and other factors identified in the Company’s prior and future filings with the SEC, available at www.sec.gov.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination and other transactions described herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer 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.
Contacts:
For Alta:
Investors:
Bob Jones / Taylor Krafchik
Ellipsis
IR@altaequipment.com
(646) 776-0886
Media:
Glenn Moore
Alta Equipment
glenn.moore@altaequipment.com
(248) 305-2134
For B. Riley:
Media:
Jo Anne McCusker
jmccusker@brileyfin.com
(646) 885-5425