Legacy Acquisition Corp. (Form: 8-K, Received: 11/20/2020 08:55:12)

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): November 19, 2020

LEGACY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-38296		81-3674868
(State or jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1308 Race Street, Suite 200

Cincinnati OH 45202

(Address of principal executive offices, including zip code)

(513) 618-7161

(Registrant’s telephone number, including area code)

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 Warrant to purchase one-half of one share of Class A common stock	LGC.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	LGC	New York Stock Exchange
Warrants, exercisable for one-half of one share of Class A common stock for $5.75 per half share, or $11.50 per whole share	LGC.WS	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 1.01 Entry into a Material Definitive Agreement

On November 19, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), entered into Amendment No. 1 (the “Amendment”) to the Warrant Agreement, dated as of November 16, 2017 (the “Warrant Agreement”). The Amendment was entered into in connection with the previously announced business combination (the “Business Combination”) between Legacy and Onyx Enterprises Int’l, Corp. (“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.

Under the Amendment, subject to the closing of the Business Combination, (a) each outstanding public warrant sold as part of the units in the Company’s initial public offering pursuant to a prospectus dated November 21, 2017, (the “Public Warrants”), shall no longer be exercisable to purchase one-half share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), for $5.75 per half-share (subject to adjustment as provided in Section 4 of the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the closing of the business combination (the “Closing”), the aggregate gross cash in the trust fund established by the Company for the benefit of its public stockholders (the “Trust Fund”) (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock (the “Public Warrant Amendment”) and (b) 2,912,230 of the outstanding warrants issued to Legacy Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”) in a private placement that occurred simultaneously with the Company’s initial public offering (the “private placement warrants”) which are beneficially owned by certain institutional investors of Sponsor (the “Beneficial Owners”) shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share (subject to adjustment as provided in Section 4 of the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of the Company; provided, that if such Beneficial Owners cease to beneficially own any of such private placement warrants and the Sponsor becomes the beneficial owner of such private placement warrants, such private placement warrants shall be cancelled and no longer outstanding. Subject to the closing of the Business Combination, 14,587,770 private placement warrants held of record and beneficially owned solely by the Sponsor as of the date hereof shall be cancelled and no longer outstanding (the “Private Warrant Amendment” and, together with the Public Warrant Amendment, the “Warrant Amendments”). In addition, the Sponsor is cancelling 1,688,482 private placement warrants held on behalf of certain Beneficial Owners as required by the terms of the Sponsor’s limited liability company agreement.

Based upon the results of the tender offer, the Company expects that upon the Closing of the Business Combination, each outstanding Public Warrant and each of the 1,223,748 outstanding private placement warrants, shall be converted into the right to receive $0.18 in cash and 0.082 of a share of Class A common stock of the Company (or an aggregate of approximately $5,620,275 in cash and 2,560,347 in shares of Class A common stock).

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the form of Amendment, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 4, 2020, the Company began soliciting written consents from the holders of its Public Warrants in lieu of a special meeting pursuant to the Consent Solicitation Statement on Schedule 14A filed with the Securities and Exchange Commission on November 4, 2020 (the “Consent Solicitation Statement”), and mailed to warrant holders on or about November 5, 2020, to approve the Warrant Amendments.

As of September 30, 2020 (the “Record Date”), the Company had 30,000,000 Public Warrants issued and outstanding. As of November 18, 2020, the Company had received 20,801,655 written consents approving the Warrant Amendments, amount to 69.40% of the Company’s issued and outstanding Public Warrants as of the Record Date. Because the Company received written consents approving the Warrant Amendments from warrant holders representing more than 65% of the Company’s issued and outstanding Public Warrants as of the Record Date, the Warrant Amendments were approved, and the consent solicitation terminated on November 19, 2020, as contemplated by the Consent Solicitation Statement.

Item 7.01 Regulation FD Disclosure.

Furnished as Exhibit 99.1 hereto is a press release, dated November 20, 2020 (the “Press Release”) issued by Legacy announcing that it entered into Amendment No. 1 to the Warrant Agreement.

Furnished as Exhibit 99.2 hereto is a press release, dated November 20, 2020 (the “Press Release”) issued by Legacy announcing the final results of its previously announced tender offer to purchase up to all 6,122,699 issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that were initially issued as part of units in Legacy’s initial public offering (such shares of Class A Common Stock, the “Public Shares”), at a purchase price of $10.5040 per Public Share, net to the seller in cash, without interest (the “Tender Offer”). The Tender Offer expired at 12:01 a.m. New York City time, on Thursday, November 19, 2020 (the “Expiration Time”). As of the Expiration Time, 5,153,781 or 84.1750% of the outstanding Public Shares had been validly tendered and delivered in the Tender Offer at or prior to the Expiration Time.

A copy of the Press Releases attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, are incorporated by reference herein.

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, including Legacy’s expectations regarding the conversion ratio for the Public Warrants and private placement warrants pursuant to the respective Public Warrant Amendment and Private Warrant Amendment. 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 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 SEC, including the Definitive Information Statement on Schedule 14C and the Schedule TO that were 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
4.1		Amendment No. 1 to Warrant Agreement, dated November 20, 2020, by and between Legacy Acquisition Corp. and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent.
99.1*		Press Release of Legacy Acquisition Corp. dated November 20, 2020 Announcing Warrant Amendments.
99.2*		Press Release of Legacy Acquisition Corp. dated November 20, 2020 Announcing Final Results of Cash Tender Offer
104		Cover page Interactive Data File (embedded within the inline XBRL document)

Exhibit 99.1 and Exhibit 99.2 are, respectively, being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall Exhibit 99.1 or Exhibit 99.2 be deemed incorporated by reference into any filing of the Company under the Securities Act, in each case, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth in such filing.

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.

	LEGACY ACQUISITION CORP.

November 20, 2020	By:	/s/ William C. Finn
	Name:	William C. Finn
	Title:	Chief Financial Officer

Exhibit 4.1

AMENDMENT NO. 1 TO WARRANT AGREEMENT

THIS AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”) is made as of November 19, 2020, by and between Legacy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Warrant Agreement (as defined below).

WHEREAS, on October 24, 2017, the Company entered into that certain Sponsor Warrants Purchase Agreement with Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 17,500,000 warrants, each entitling the holder to purchase one-half of one share of Class A common stock (as defined below) at an exercise price of $5.75 per half share (each, a “Private Placement Warrant,” and collectively, the “Private Placement Warrants”) in connection with, and simultaneously with the closing of, the Offering (as defined below);

WHEREAS, on November 21, 2017, the Company consummated an initial public offering (the “Offering”) of 30,000,000 units of the Company’s equity securities, each such unit comprised of one share of the Company’s Class A common Stock, par value $0.0001 per share (“Class A common stock”), and one public warrant to purchase one-half of one share of Class A common stock at an exercise price of $5.75 per half share (each a “Public Warrant” and, collectively, the “Public Warrants,” and together with the Private Placement Warrants, the “Warrants”);

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of November 16, 2017 (the “Warrant Agreement”), which governs the Warrants;

WHEREAS, the Company is party to that certain Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”), by and among the Company, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx Enterprises Int’l, Corp. (“Onyx”) and Shareholder Representative Services LLC, solely in its capacity as the stockholder representative (the “Stockholder Representative”), pursuant to which the parties have agreed to the terms and conditions of a business combination (the transactions contemplated by the Business Combination Agreement, the “Business Combination”);

WHEREAS, consistent with the Company’s obligations under the Business Combination Agreement, the Company desires to, and the Warrant Agent has agreed to (subject to obtaining the Required Approval (as defined below)), amend the Warrant Agreement to provide that each outstanding Public Warrant shall no longer be exercisable to purchase one-half share of Class A common stock at an exercise price of $5.75 per half share and instead shall be converted solely into the right to receive the consideration described herein (the “Public Warrant Amendment”);

WHEREAS, pursuant to the Sponsor Support Agreement, dated as of September 18, 2020, by and among the Sponsor, the Company and the Stockholder Representative, the Sponsor has agreed to forfeit 14,587,770 Private Placement Warrants held of record and beneficially owned by the Sponsor (the “Forfeiture”);

WHEREAS, consistent with the Company’s obligations under the Business Combination Agreement, the Company desires to, and the Warrant Agent has agreed to (subject to obtaining the Required Approval), amend the Warrant Agreement to provide (i) for the Forfeiture and (ii) that 2,912,230 outstanding Private Placement Warrants, which were issued to the Sponsor and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock at an exercise price of $5.75 per half share and instead shall be converted solely into the right to receive the consideration described herein; provided, that if such beneficial owners cease to beneficially own any of such Private Placement Warrants and the Sponsor becomes the beneficial owner of such Private Placement Warrants, such Private Placement Warrants shall be forfeited (the “Private Warrant Amendment” and together with the Public Warrant Amendment, the “Warrant Amendments”);

WHEREAS, Section 9.8 of the Warrant Agreement provides that this Amendment and the Warrant Amendments contemplated hereby would require the vote or written consent of Registered Holders (as defined in the Warrant Agreement) of 65% of the then outstanding Public Warrants (the “Required Approval”);

WHEREAS, as of the date hereof, there are 30,000,000 Public Warrants and 17,500,000 Private Placement Warrants outstanding;

WHEREAS, the Company entered into warrant holder support agreements, effective as of September 18, 2020 (“Warrant Holder Support Agreements”), with the Registered Holders of approximately 19,506,000 Public Warrants (or at least 65% of the outstanding Public Warrants), pursuant to which such Registered Holders have agreed to vote in favor of (or consent in writing to) the Warrant Amendments; and

WHEREAS, in accordance with Section 9.8 of the Warrant Agreement, the Company has obtained the Required Approval for this Amendment and the Warrants Amendments contemplated hereby.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Warrant Amendments. The Warrant Agreement is hereby amended to reflect that, notwithstanding any provisions in the Warrant Agreement (including Sections 3, 4, 5 and/or 6 thereof) to the contrary, upon or promptly following receipt of the Required Approval:

(a)

Public Warrant Amendment: Subject to the closing of the Business Combination, at the First Effective Time (as defined in the Business Combination Agreement), each outstanding Public Warrant shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share (subject to adjustment as provided in Section 4 of the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross Cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of the Company, (ii) if, at the Closing, the aggregate gross Cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of the Company, or (iii) if, at the Closing, the aggregate gross Cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of the Company, and

(b)

Private Warrant Amendment: Subject to the closing of the Business Combination, at the First Effective Time, 2,912,230 outstanding Private Placement Warrants (the “Exchangeable Warrants”) which are beneficially owned by certain institutional investors of Sponsor (the “Beneficial Owners”) as of the date hereof shall no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share (subject to adjustment as provided in Section 4 of the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross Cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of the Company, (ii) if, at the Closing, the aggregate gross Cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of the Company, or (iii) if, at the Closing, the aggregate gross Cash in the Trust Fund (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private offering) is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of the Company; provided, that if such Beneficial Owners cease to beneficially own any of such Exchangeable Warrants and the Sponsor becomes the beneficial owner of such Exchangeable Warrants, such Exchangeable Warrants shall be cancelled and no longer outstanding. Subject to the closing of the Business Combination, at the First Effective Time, 14,587,770 Private Placement Warrants held of record and beneficially owned solely by the Sponsor as of the date hereof shall be cancelled and no longer outstanding.

(c)

Definitions. The following terms used in this Section 1 of this Amendment shall have the following meanings:

“Cash” means, with respect to the Trust Fund, at any particular time, (i) the sum of the fair market value of all unrestricted cash, cash equivalents and marketable securities (including petty cash) in the Trust Fund, minus (ii) the aggregate amount of outstanding checks (to the extent an amount corresponding to each such check has been released from accounts payable) issued from the Trust Fund, and any overdraft and charges, if any, with respect thereto, in each case, as recorded in the books and records of the Trust Fund in accordance with U.S. GAAP. Cash includes checks, other wire transfers, deposits in transit and drafts deposited or available for deposit for the account of the Trust Fund (to the extent amount corresponding to each such item has been released from accounts receivable).

“private offering” means a private placement, exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 506(c) (or other available exemption), pursuant to which (a) new investors would purchase shares of Class A common stock or other securities of the Company and/or (b) current investors would purchase shares of Class A common stock or other securities of the Company. Any private offering conducted by Legacy prior to the Closing must be approved by Onyx pursuant to Section 8.4 of the Business Combination Agreement.

“Trust Fund” means the proceeds from the Offering that were deposited and held in a segregated trust account for the benefit of the Company and the holders of the Class A common stock included in the Units issued in the Offering that is held and disbursed in accordance with the terms and conditions of the Investment Management Trust Agreement, effective as of November 16, 2017, by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as trustee, as amended from time to time.

2. Miscellaneous Provisions.

2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their permitted respective successors and assigns.

2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.3. Applicable Law. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the substantive laws of another jurisdiction.

2.4. Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

2.5. Effect on Warrant Agreement. Other than as specifically set forth herein, all other terms and provisions of the Warrant Agreement shall remain unaffected by the terms of this Amendment and shall continue in full force and effect in accordance with their respective terms. Each reference in the Warrant Agreement to “this Agreement” shall mean the Warrant Agreement as amended by this Amendment, and as hereinafter amended or restated.

2.6. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

2.7. Entire Agreement. The Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understanding, arrangements, promises and commitments are hereby cancelled and terminated.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

	LEGACY ACQUISITION CORP, INC.

	By:	/s/ Edwin J. Rigaud
	Name:	Edwin J. Rigaud
	Title:	Chairman and Chief Executive Officer

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

	By:	/s/ Henry Farrell
	Name:	Henry Farrell
	Title:	Vice President

[Signature Page to Amendment to the Warrant Agreement]

Exhibit 99.1

LEGACY ACQUISITION CORP. ANNOUNCES WARRANT AMENDMENTS

New York, NY, Nov. 20, 2020 (GLOBE NEWSWIRE) -- Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a publicly-traded Special Purpose Acquisition Company, announced today that, in connection with the previously announced business combination (the “Business Combination”) between Legacy and Onyx Enterprises Int’l, Corp. (“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, Legacy and its warrant agent, Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”) entered into Amendment No. 1 to the Warrant Agreement, dated as of November 16, 2017 (“Warrant Amendment”).

The Warrant Amendment provides that, subject to the closing of the Business Combination, each of Legacy’s outstanding public warrants, and certain of Legacy’s private placement warrants which are beneficially owned by certain institutional investors of Legacy Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), shall no longer be exercisable to purchase one half-share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”) for $5.75 per half-share and instead shall be converted into the right to receive an amount of cash and a number of shares of Class A common stock per warrant, to be determined based on the aggregate gross cash in the Company’s trust account at the closing of the Business Combination.

Legacy solicited the consent of its public warrant holders for the Warrant Amendment through a Consent Solicitation Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2020 and mailed to warrant holders on or about November 5, 2020. On November 19, 2020, Legacy received the requisite consents to approve the Warrant Amendment.

Legacy anticipates that the Business Combination will close on November 20, 2020.

About Legacy Acquisition Corp.

Forward-Looking Statements

This press release contains certain forward-looking statements. These forward-looking statements include Legacy’s expectations regarding the closing of the Business Combination. 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.

Legacy/Investors:

Dawn Francfort / Brendon Frey

ICR

PARTSiDIR@icrinc.com

Media:

Keil Decker
ICR
PARTSiDPR@icrinc.com

Exhibit 99.2

LEGACY ACQUISITION CORP. ANNOUNCES FINAL RESULTS OF CASH TENDER OFFER FOR ITS

CLASS A COMMON STOCK

New York, NY, Nov. 20, 2020 (GLOBE NEWSWIRE) -- Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a publicly-traded Special Purpose Acquisition Company, announced today the final results of its previously announced tender offer to purchase up to all 6,122,699 issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that were initially issued as part of units in Legacy’s initial public offering (such shares of Class A Common Stock, the “Public Shares”), at a purchase price of $10.5040 per Public Share, net to the seller in cash, without interest (the “Tender Offer”). The Tender Offer was made in connection with the previously announced business combination (the “Business Combination”) 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 Tender Offer expired at 12:01 a.m. New York City time, on Thursday, November 19, 2020 (the “Expiration Time”). As of the Expiration Time, 5,153,781 or 84.1750% of the outstanding Public Shares had been validly tendered and not withdrawn in the Tender Offer. Legacy will accept for purchase all of the Public Shares validly tendered and delivered in the Tender Offer at or prior to the Expiration Time. Total consideration of $54,135,315.62 will be paid to the tendering Public Shares holders promptly following the closing of the Business Combination.

About Legacy Acquisition Corp.

Forward-Looking Statements

This press release contains certain forward-looking statements, including the statements regarding Legacy’s expectations for timing of payment of the tender offer consideration. 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.

Legacy/Investors:
Dawn Francfort / Brendon Frey
ICR
PARTSiDIR@icrinc.com

Media:
Keil Decker
ICR
PARTSiDPR@icrinc.com