Hennessy Capital Acquisition Corp. II (NASDAQ:HCAC) (NASDAQ:HCACU)
(NASDAQ:HCACW) (“HCAC” or the “Company”) announced that it has
filed today with the Securities and Exchange Commission (the “SEC”)
a supplement to its definitive proxy statement, dated June 10, 2016
(the “Proxy Supplement”) relating to its proposed merger (the
“Business Combination”) with USI Senior Holdings, Inc.
(“USI”), which, through its subsidiaries, conducts its
business under the “USI” name. The Proxy Supplement contains
additional information relating to, among other things, (i) the
Company’s previously announced agreement in principle with funds
affiliated with Trilantic Capital Management L.P. (together with
its sponsored funds, “Trilantic North America”) to purchase up to
$200 million of shares of common stock from HCAC, (ii) the Sponsor
Warrant Exchange (as defined below) and (iii) the removal of the
requirement that stockholders must affirmatively vote for or
against the Business Combination in order to redeem their shares
for cash.
In connection with the closing of the Business
Combination, Trilantic North America has agreed in principle to
purchase a minimum of $125 million of shares of common stock from
HCAC, and up to an additional $75 million of shares of HCAC’s
common stock to the extent necessary for the Company to satisfy the
$279.599 million minimum cash condition under its merger agreement
with USI. The proceeds from Trilantic North America’s initial
investment in HCAC will be used to finance a portion of the cash
merger consideration to be paid to USI’s stockholders in the
Business Combination. In addition, Trilantic North America
will also have an option to acquire up to $15 million of additional
shares (the “Option Shares”) from HCAC within the first week
following the closing of the Business Combination at a purchase
price of $10.00 per share. If Trilantic North America
exercises such option, the proceeds from the sale of the Option
Shares are anticipated to be used for general corporate purposes,
including the financing of potential acquisitions by USI. The
agreement in principle with Trilantic North America is non-binding
and is subject to completion of confirmatory due diligence by
Trilantic North America. A summary of the forms of definitive
transaction agreements the Company intends to enter into with
Trilantic North America in connection with the closing of the
Business Combination is set forth in the Proxy
Supplement.
The Company also announced that it has entered into
an agreement with Hennessy Capital Partners II LLC, HCAC’s sponsor
(the “Sponsor”), to exchange on an 8.5 for one basis all of the
15,080,756 outstanding warrants issued to the Sponsor in connection
with HCAC’s initial public offering for 1,774,206 newly issued
shares of HCAC’s common stock, to be issued by the Company in a
private placement immediately prior to the consummation of the
Business Combination (the “Sponsor Warrant Exchange”). The purpose
of the Sponsor Warrant Exchange is to reduce the potential market
overhang on the trading of HCAC’s common stock created by the
significant number of outstanding warrants held by the Sponsor and
the potential dilution to the holders of HCAC’s common stock that
may result from the exercise of these warrants.
The Company also announced that it has rescheduled
its special meeting of stockholders (the “Special Meeting”) to
approve the Business Combination from July 21, 2016 to July 25,
2016 to align the Special Meeting date with the anticipated closing
date of the Business Combination (assuming that all other
conditions to the Business Combination have been satisfied or, if
applicable, waived as of such date). The Special Meeting will
be held at the offices of Sidley Austin LLP, 787 Seventh Avenue,
New York, New York and begin at 9:00 a.m. Eastern time. The
Company also has extended the deadline for the Company’s
stockholders to exercise their redemption rights in connection with
the Business Combination to 5:00 p.m., Eastern time on July 21,
2016 (two business days before the Special Meeting). Only holders
of the Company’s common stock at the close of business on June 6,
2016 are entitled to vote at the Special Meeting.
The Proxy Supplement also eliminates the
requirement that stockholders must affirmatively vote for or
against the Business Combination in order to redeem their shares
for cash. This means that public stockholders who hold shares of
HCAC common stock on or before July 21, 2016 will be eligible to
elect to have their shares redeemed for cash in connection with the
Business Combination, whether or not they were holders of HCAC
common stock as of the previously announced record date of June 6,
2016, and whether or not such shares are voted at the Special
Meeting. The Company believes that this change in the
redemption requirements provides public stockholders with greater
flexibility to make the redemption election and simplifies the
overall redemption process.
In order to properly exercise their redemption
rights, public stockholders will be required to submit their
request for redemption prior to 5:00 p.m., Eastern time, on July
21, 2016 (the “Redemption Deadline”), and to follow the other
redemption procedures set forth in the Proxy Supplement. Any
public stockholders who have previously delivered shares of HCAC
common stock for redemption and decide not to exercise their
redemption rights should contact Continental Stock
Transfer & Trust Company, the Company’s transfer agent,
and request the return of their shares (physically or
electronically) prior to the Redemption Deadline. Any redemption
requests, once made, including any previous exercises of redemption
rights, may be withdrawn at any time until the Redemption Deadline
and thereafter, with the Company’s consent, until the vote is taken
with respect to the Business Combination at the Special
Meeting.
About Hennessy Capital Acquisition Corp.
II
Hennessy Capital Acquisition Corp. II is a blank
check company founded by Daniel J. Hennessy for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. The Company's acquisition and value
creation strategy is to identify, acquire and, after its initial
business combination, build an industrial manufacturing,
distribution or services business. For more information about
Hennessy Capital Acquisition Corp. II, please visit its website at
www.hennessycapllc.com.
About Trilantic North America
Trilantic North America is a private equity firm
focused on control and significant minority investments in North
America. Trilantic North America’s primary investment focus is in
the business services, consumer, energy and financial services
sectors. As of June 30, 2016, Trilantic North America manages four
private equity fund families with aggregate capital commitments of
$5.9 billion. For more information, visit www.trilantic.com.
Additional Information About the Business
Combination and Disclaimer
The Business Combination will be submitted to
stockholders of the Company for their consideration. The
Company filed with the SEC a definitive proxy statement on June 10,
2016 in connection with the Business Combination and other matters
and filed the Proxy Supplement on July 13, 2016 in connection with
the Business Combination, the investment by Trilantic North America
and other matters. The Company mailed its definitive proxy
statement and other relevant documents on June 13, 2016 and will
commence mailing the Proxy Supplement and other relevant documents
on July 13, 2016 to its stockholders as of the June 6, 2016 record
date established for the Special Meeting. The Company’s
stockholders and other interested persons are advised to read the
definitive proxy statement, the Proxy Supplement and any other
relevant documents that have been or will be filed with the SEC in
connection with the Company’s solicitation of proxies for the
Special Meeting because these documents contain important
information about the Company, USI, the Business Combination, the
investment by Trilantic North America and other matters.
Stockholders may also obtain a copy of the definitive proxy
statement and the Proxy Supplement, as well as other relevant
documents that have been or will be filed with the SEC, without
charge, at the SEC’s website located at www.sec.gov or by
directing a request to Hennessy Capital Acquisition Corp. II, Attn:
Nicholas A. Petruska, Executive Vice President, Chief Financial
Officer and Secretary, 700 Louisiana Street, Suite 900, Houston,
Texas, 77002 or by telephone at (713) 300-8242. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in the
Solicitation
The Company and its directors and executive
officers and other persons may be deemed to be participants in the
solicitations of proxies from the Company’s stockholders in respect
of the Business Combination. Information regarding the Company’s
directors and executive officers and a description of their direct
and indirect interests in the Company, by security holdings or
otherwise, is contained in the Company’s definitive proxy statement
filed by the Company with the SEC on June 10, 2016, as supplemented
by the Proxy Supplement filed by the Company with the SEC on July
13, 2016, each of which can be obtained free of charge from the
sources indicated above.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “target” or similar
expressions other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. Such forward-looking statements with respect to the
benefits of the proposed transaction, the future financial
performance of HCAC following the proposed transaction, changes in
the market for USI’s services, and expansion plans and
opportunities, including future acquisition or additional business
combinations are based on current information and expectations,
forecasts and assumptions, and involve a number of judgments, risks
and uncertainties. Accordingly, forward‑looking statements
should not be relied upon as representing HCAC’s views as of any
subsequent date, and HCAC does 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 Merger Agreement; (2) the outcome of any legal
proceedings that may be instituted against USI or HCAC in
connection with the Business Combination and related transactions;
(3) the inability to complete the Business Combination and related
transactions due to the failure to obtain approval of the
stockholders of HCAC, to consummate the anticipated debt financing
or the investment by Trilantic North America or to satisfy other
conditions to the closing of the Business Combination and related
transactions; (4) the ability of HCAC and Trilantic North America
to agree upon the terms of definitive documentation reflecting
their agreement in principle; (5) the ability to obtain or maintain
the listing of HCAC’s securities on the NASDAQ Capital Market
following the Business Combination; (6) the risk that the Business
Combination disrupts the parties’ current plans and operations as a
result of the consummation of the transactions described herein;
(7) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things,
competition and the ability of the combined business to grow and
manage growth profitably; (8) costs related to the Business
Combination and the related transactions; (9) changes in applicable
laws or regulations; (10) the possibility that USI or HCAC may be
adversely affected by other economic, business, and/or competitive
factors; and (11) other risks and uncertainties indicated in the
definitive proxy statement filed by HCAC on June 10, 2016, as
supplemented by the Proxy Supplement filed by HCAC on July 13,
2016, in connection with the Business Combination, including those
under “Risk Factors” and “Update to Risk Factors,” respectively,
therein, and other factors identified in HCAC’s prior and future
filings with the SEC, available at www.sec.gov.
Contacts:
Solebury Communications Group
Jamie Lillis
+1 (203) 428-3223
jlillis@soleburyir.com
Richard Zubek
+1 (203) 428-3230
rzubek@soleburyir.com
Source: Hennessy Capital Acquisition Corp. II
HOUSTON, TX
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