Edwin J. Rigaud
Chairman and Chief Executive Officer
Legacy Acquisition Corp.
1308 Race Street Suite 200 Cincinnati, Ohio45202
(505) 820-0412
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Penny J. Minna, Esq.
Gerry Williams, Esq.
DLA Piper LLP (US)
6225 Smith Avenue Baltimore, Maryland21209
(410) 580-3000
CALCULATION OF FILING FEE
Transaction Valuation*:
Amount of Filing Fee**:
$
64,313,141
$
7,016.56
*
Calculated
solely for purposes of determining the filing fee. This amount is based upon the offer to purchase shares of Class A Common
Stock of Legacy Acquisition Corp. for an aggregate purchase price of up to $64,313,141 at a price of $10.5040 per share in cash.
**
The
amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended,
and equals $109.10 per $1,000,000 of the value of the transaction.
☒
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
Legacy Acquisition Corp., a Delaware corporation
(“Legacy” or the “Company”) hereby amends and supplements the Tender Offer Statement on Schedule TO (as
amended and supplemented, the “Schedule TO”) originally filed by Legacy with the Securities and Exchange Commission
(the “SEC”) on October 5, 2020, as amended by that Amendment No. 1 to Schedule TO filed by Legacy with the SEC on October13, 2020, that Amendment No. 2 to Schedule TO filed by Legacy with the SEC on October 26, 2020, that Amendment No. 3 to Schedule
TO filed by Legacy with the SEC on November 2, 2020, that Amendment No. 4 to Schedule TO filed by legacy with the SEC on November3, 2020, that Amendment No. 5 to Schedule TO filed by Legacy with the SEC on November 5, 2020,that Amendment No. 6 to Schedule
TO filed by Legacy with the SEC on November 17, 2020, that Amendment No. 7 to Schedule TO filed by Legacy with the SEC on November19, 2020, and that Amendment No. 8 to Schedule TO filed by Legacy with the SEC on November 20, 2020. The Schedule TO relates to
the Company’s offer to purchase for cash 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 Company’s offer is being made upon the terms and subject to certain
conditions set forth in the Offer to Purchase for Cash dated October 5, 2020 (the “Offer to Purchase”) and in the related
Letter of Transmittal (the “Letter of Transmittal”), which, as amended or supplemented from time to time, together
constitute the offer (the “Offer”). This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2)
under the Exchange Act.
This Amendment No. 9 to Schedule TO is filed
solely to check the box on the cover page indicating that this is the final amendment to the Schedule TO. The final results of
the Offer as reported in Amendment No. 8 and the press release dated November 20, 2020 announcing
the final results of the Offer and filed as Exhibit (a)(5)(xi) to the Schedule TO, remain unchanged. This Amendment No.
9, as it amends and supplements the Schedule TO, is intended to satisfy the reporting of Rule 13e-4(c)(2) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Only those items reported in this Amendment No. 9 are amended
or supplemented. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and
the Letter of Transmittal remains unchanged.
This Amendment No. 9 should be read in conjunction
with the Schedule TO, the Offer to Purchase and the Letter of Transmittal, as the same may be further amended or supplemented hereafter
and filed with the SEC.
Capitalized terms used and not defined herein
have the meanings assigned to such terms in the Offer to Purchase.
Items 1 through 11.
As previously disclosed in Amendment No. 8 to
the Schedule TO and in the press release the Company issued on November 20, 2020 announcing
the final results of the Offer, as filed as Exhibit (a)(5)(xi) to the Schedule TO:
The Offer expired at 12:01 a.m. New York City
time, on Thursday, November 19, 2020 (the “Expiration Time”). Based upon information
provided by Continental Stock Transfer & Trust Company, the depositary for the Offer, a total of 5,153,781 Public Shares
were validly tendered and not withdrawn in the Offer. The Company will accept for purchase
all such Public Shares validly tendered and delivered in the Offer at or prior to the Expiration Time at a purchase price
of $10.5040 per Public Share. The aggregate purchase price of the tendered Public Shares is $54,135,315.62.
Payment for the Public Shares will be made promptly following the Closing.
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Previously
filed with the Tender Offer Statement on Schedule TO filed with the SEC on October 5, 2020.
**
Legacy
has omitted schedules and similar attachments to the Business Combination Agreement pursuant to Item 601(b)(2) of Regulation
S-K. Legacy agrees to furnish supplemental copies of all omitted exhibits and schedules to the SEC upon its request.
***
Legacy
has omitted certain agreements as exhibits to this Schedule TO because each such agreement is substantially identical, except
as to the parties thereto and the specific number of securities held by a party thereto. These omitted agreements are identified
on a schedule attached to each such respective agreement pursuant to Instruction (2) of the Instructions to Item 601
of Regulation S-K.
5
Dates Referenced Herein and Documents Incorporated by Reference