Item 1.02
|
Termination of Material Agreement
|
On July 20, 2020, Legacy
Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), terminated the Amended and Restated
Share Exchange Agreement, dated December 2, 2019, between Blue Valor Limited, a company incorporated in Hong Kong (“Blue
Valor”), and Legacy, as amended by that First Amendment to the Amended and Restated Share Exchange Agreement, dated March
13, 2020 (the “Share Exchange Agreement”). The Share Exchange Agreement was terminated pursuant to Section 10.1(f),
which allows either party to terminate the agreement if the business combination contemplated therein is not consummated by May
20, 2020. The termination was in response to the increasing impact on the global advertising sector, and global markets broadly,
resulting from the COVID-19 pandemic, which has negatively affected market valuations. Under the terms of the Share Exchange Agreement,
Legacy would have purchased all of the issued and outstanding shares of a wholly owned holding company of Blue Valor, which held
the Blue Impact business, an advertising & marketing services group. Legacy is proceeding to evaluate alternative business
combinations. No termination penalty was incurred or became payable by Legacy in connection with the termination of the Share Exchange
Agreement.
Pursuant to their respective
terms, each of (i) the Sponsor Support Agreement, dated March 13, 2020, by and among Legacy Acquisition I LLC, a Delaware limited
liability company (the “Sponsor”), Legacy and Blue Valor, (ii) the Waiver Agreement, dated March 13, 2020, by and between
the Sponsor and Legacy, and (iii) the Warrant Holder Support Agreements, dated March 13, 2020, by and between Legacy and the holders
of approximately 19,765,000 (or approximately 65.9%) of Legacy’s public warrants, terminated concurrently with the termination
of the Share Exchange Agreement. Additionally, the Warrant Amendments described in the Consent Solicitation Statement filed with
the Securities and Exchange Commission (the “SEC”) on May 15, 2020, and subsequently approved by the public warrant
holders will not take effect and there will be no redemption rights or liquidating distribution with respect to Legacy’s
warrants. The warrants will expire worthless if Legacy does not complete an alternative business combination.
Forward-Looking Statements:
This Current Report
on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Legacy’s and the Blue Impact business’ 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,” “shall,” “would,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without
limitation, the anticipated evaluation of alternative business combinations, the termination of the Sponsor Support Agreement,
the Waiver Agreement and the Warrant Holder Support Agreements, as well as the termination of the Warrant Amendments.