Item 7.01 Regulation FD Disclosure.
On January 26, 2021, the Chief Executive Officer of Landcadia Holdings III, Inc.
("Landcadia"), Tilman J. Fertitta, spoke with CNBC regarding, among other
things, Landcadia's recently announced business combination (the "Business
Combination") with HMAN Group Holdings Inc. ("Hillman Holdco" and, together with
its direct and indirect subsidiaries, "Hillman"). A copy of the transcript is
furnished hereto as Exhibit 99.1.
On January 26, 2021, the President and Chief Executive Officer of HMAN Group
Holdings Inc., Douglas J. Cahill, spoke with TD Ameritrade Network regarding,
among other things, the Business Combination. A copy of the transcript is
furnished hereto as Exhibit 99.2.
The information in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 furnished
hereto 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.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, Landcadia intends to file
a registration statement on Form S-4 (the "Registration Statement") with the
U.S. Securities and Exchange Commission (the "SEC"), which will include a proxy
statement/prospectus and certain other related documents, that will be both the
proxy statement to be distributed to holders of Landcadia's common stock in
connection with its solicitation of proxies for the vote by Landcadia's
stockholders with respect to the proposed Business Combination and other matters
as may be described in the Registration Statement, as well as the prospectus
relating to the offer and sale of the securities to be issued in the Business
Combination. After the Registration Statement is declared effective, Landcadia
will mail a definitive proxy statement/prospectus and other relevant documents
to its stockholders. This document does not contain all the information that
should be considered concerning the proposed Business Combination and is not
intended to form the basis of any investment decision or any other decision in
respect of the Business Combination. Landcadia's stockholders, Hillman Holdco's
stockholders and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus included in the Registration
Statement and the amendments thereto and the definitive proxy
statement/prospectus and other documents filed in connection with the proposed
Business Combination, as these materials will contain important information
about Hillman Holdco, Landcadia and the Business Combination. When available,
the definitive proxy statement/prospectus and other relevant materials for the
proposed Business Combination will be mailed to stockholders of Landcadia as of
a record date to be established for voting on the proposed Business Combination
and other matters as may be described in the Registration Statement. Landcadia
stockholders and Hillman Holdco stockholders will also be able to obtain copies
of the preliminary proxy statement, the definitive proxy statement and other
documents filed with the SEC, without charge, once available, at the SEC's
website at www.sec.gov, or by directing a request to Landcadia's secretary at
1510 West Loop South, Houston, Texas 77027, (713) 850-1010.
Participants in Solicitation
Landcadia and its directors and executive officers may be deemed participants in
the solicitation of proxies from Landcadia's stockholders with respect to the
proposed Business Combination. A list of the names of those directors and
executive officers and a description of their interests in Landcadia is
contained in Landcadia's prospectus dated October 8, 2020 relating to its
initial public offering and, with respect to one director, a Current Report on
Form 8-K dated January 6, 2021, each of which was filed with the SEC and is
available free of charge at the SEC's web site at www.sec.gov, or by directing a
request to Landcadia's secretary at 1510 West Loop South, Houston, Texas 77027,
(713) 850-1010. To the extent such holdings of Landcadia's securities may have
changed since that time, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the interests of such participants will be contained in
the proxy statement/prospectus for the proposed Business Combination when
available.
Hillman Holdco and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from Landcadia's stockholders with
respect to the proposed Business Combination. Information about Hillman Holdco's
directors and executive officers is available in Hillman's Form 10-K for the
year ended December 28, 2019 and certain of its Current Reports on Form 8-K.
Forward-Looking Statements Legend
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
Business Combination between Hillman Holdco and Landcadia, including statements
regarding the benefits of the Business Combination and the anticipated timing of
the Business Combination. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (i)
the risk that the proposed Business Combination disrupts Hillman's current plans
and operations; (ii) the ability to recognize the anticipated benefits of the
proposed Business Combination, which may be affected by, among other things,
competition, the ability of Hillman to grow and manage growth profitably and
retain its key employees; (iii) costs related to the proposed Business
Combination; (iv) changes in applicable laws or regulations; (v) the possibility
that Landcadia or Hillman may be adversely affected by other economic, business,
and/or competitive factors; (vi) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Agreement and Plan
of Merger (the "Merger Agreement"), by and among Landcadia, Helios Sun Merger
Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of
Landcadia, Hillman Holdco and CCMP Sellers' Representative, LLC, a Delaware
limited liability company in its capacity as the Stockholder Representative
thereunder; (vii) the outcome of any legal proceedings that may be instituted
against Landcadia or Hillman following the announcement of the Merger Agreement;
(viii) the inability to complete the proposed Business Combination, including
due to failure to obtain approval of the stockholders of Landcadia or Hillman,
certain regulatory approvals or satisfy other conditions to closing in the
Merger Agreement; (ix) the impact of COVID-19 on Hillman's business and/or the
ability of the parties to complete the proposed Business Combination; (x) the
inability to obtain or maintain the listing of Landcadia's shares of common
stock on Nasdaq following the proposed transaction; or (xi) other risks and
uncertainties indicated from time to time in the registration statement
containing the proxy statement/prospectus relating to the proposed Business
Combination, including those under "Risk Factors" therein, and in Landcadia's or
Hillman's other filings with the SEC. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of Landcadia's
prospectus dated October 8, 2020 relating to its initial public offering, the
Registration Statement on Form S-4 and proxy statement/prospectus discussed
above and other documents filed by Landcadia from time to time with the SEC.
These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Hillman Holdco and Landcadia assume no
obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
Neither Hillman Holdco nor Landcadia gives any assurance that either Hillman
Holdco or Landcadia will achieve its expectations.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not
constitute a solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Business Combination. This Current Report on
Form 8-K shall also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act, or an
exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Transcript of Interview with CNBC on January 26, 2021.
99.2 Transcript of Interview with TD Ameritrade Network on January 26, 2021.
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