NEW YORK, Feb. 7, 2020 /PRNewswire/ -- B. Riley Principal
Merger Corp. (NYSE: BRPM, BRPM WS, BRPM.U) (the "Company"), a
special purpose acquisition company sponsored by an affiliate of B.
Riley Financial, Inc. (Nasdaq: RILY) ("B. Riley Financial"), today
announced that less than 11% of the 14,375,000 total public shares
of the Company's Class A common stock were submitted for redemption
in connection with the Company's special meeting in lieu of the
2020 annual meeting of its stockholders (the "special meeting"),
scheduled to occur at 10:00 AM, Eastern
time, on February 11, 2020, in
connection with 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 deadline for submitting shares
for redemption was February 7, 2020
at 10:00 AM, Eastern time.
Given the low number of shares that were submitted for
redemption, the Company expects that more than $131 million in cash will be available from the
Company's trust account established in connection with the
Company's initial public offering following redemptions. The
Company expects to request an advance of only $115 million under its Fifth Amended and Restated
ABL First Lien Credit Agreement and $155
million pursuant to its Note Purchase Agreement, which were
both secured to finance and will become effective upon the closing
of the business combination.
The business combination is expected to close on February 14, 2020, subject to the approval of the
Company's stockholders at the special meeting and the satisfaction
of other closing conditions. Upon the closing of the business
combination, 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.
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.
Important Information About the Business Combination and
Where to Find It
In connection with the proposed business combination, the
Company has filed a definitive proxy statement on January 23, 2020 with the U.S. Securities and
Exchange Commission (the "SEC"). The definitive proxy statement and
other relevant documents have been sent or given to the
stockholders of the Company as of January
16, 2020, the record date established for voting on the
proposed business combination and contain important information
about the proposed business combination and related matters.
Company stockholders and other interested persons are advised to
read the definitive proxy statement and any amendments thereto in
connection with the Company's solicitation of proxies for the
meeting of stockholders to be held to approve, among other things,
the proposed business combination, because the proxy statement
contains important information about the Company, Alta and the
proposed business combination. The definitive proxy statement has
been mailed to the Company's stockholders as of the record date
established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of the proxy
statement, without charge, at the SEC's website at www.sec.gov.
Copies of the documents filed with the SEC by the Company, when and
if available, can be obtained free of charge by directing a written
request to B. Riley Principal Merger Corp., 299 Park Avenue, 21st
Floor, New York, New York 10171 or
by telephone at (212) 457-3300.
Participants in the Solicitation
The Company and Alta and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies of the Company stockholders in connection with the
proposed business combination. Information about such persons,
including their names and a description of their interests in the
Company, Alta and the proposed business combination, as applicable,
are set forth in the proxy statement for the proposed business
combination. The proxy statement is available free of charge at the
SEC's website at www.sec.gov, or by directing a request to B. Riley
Principal Merger Corp., 299 Park Avenue, 21st Floor, New York, New York 10171 or by telephone at
(212) 457-3300.
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 amounts
expected to be available from the trust account and from debt
financing sources, the expected timing of the closing the business
combination, Alta's ability to effect the acquisitions of each of
Liftech Equipment Companies, Inc. ("Liftech") and FlaglerCE
Holdings, LLC ("Flagler"); the parties' ability to effect the
business combination; the benefits of the acquisitions of Liftech
and Flagler (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 following announcement of the proposed 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 obtain approval of the
stockholders of the Company or satisfy other 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 acquisition 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 to be 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
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SOURCE B. Riley Principal Merger Corp.