NEW YORK & CRANBURY, N.J.--(BUSINESS WIRE)--Legacy Acquisition Corp. (NYSE: “LGC”), a publicly-traded special purpose acquisition company, and Onyx Enterprises Int’l Corp. announced today the signing of a definitive agreement for a business combination that would result in Onyx becoming a wholly-owned subsidiary of Legacy. Onyx is the owner and operator of, among other verticals, “CARiD.com,” a leading digital commerce platform for the automotive aftermarket. Upon the closing of the transaction, Legacy will change its name to PARTS iD, Inc. and is expected to remain listed on the NYSE.

Onyx has developed a distinctive proprietary technology platform for digital commerce and fulfillment, relying on insights extracted from over 14 billion data points related to car parts, a physical footprint network comprising over 2,500 shipping locations, nearly 5,000 active brands, and machine-learning algorithms for complex fitment industries such as vehicle parts and accessories. Onyx’s proprietary fitment data and algorithms used in CARiD.com and other such verticals (such as MOTORCYCLEiD, TRUCKiD and BOATiD) compiled over the past decade, combined with its substantial investments in artificial intelligence and machine learning, provide online consumers with an enhanced user experience featuring a breadth of offerings and service levels (including search capabilities, training and learning, and provision of data to suppliers to enhance their product information), positioning it as a leader in the $400+ billion auto aftermarket industry.

Onyx Investment Highlights

• Tech-enabled digital commerce platform focused on transforming the automotive aftermarket parts industry and related industry verticals.
• Ideally positioned to capitalize on the surge in eCommerce adoption and digital enablement of industry supply chains.
• Highly scalable business driven by a low-cost structure and a capital-efficient inventory model.
• Massive untapped automotive aftermarket opportunity of $400+ billion with additional large value streams ready to be unlocked.

Edwin Rigaud, Chief Executive Officer of Legacy, commented: “Onyx has distinguished itself as a true disruptor in the auto aftermarket industry through its proprietary tech driven platform and experienced leadership team. With its expansive product offering and ability to provide consumers with rewarding and accurate discovery experiences in a traditionally complex market, we believe Onyx is set up well to capitalize on the accelerated shift to online spending. Equally compelling is Onyx’s financial profile, which highlights the benefits of its low fixed cost structure and inventory efficient operating model. We are very excited about Onyx’s future prospects and look forward to successfully completing our business combination.”

“We are thrilled to join with Legacy and transition Onyx to the public markets,” said Antonino Ciappina, operating as the Chief Executive1 of Onyx. “We believe our technology-led, data-driven approach to digital commerce provides us with a long runway for profitable growth within our existing lines of business as well as expansion into other complex, multidimensional parts and accessories markets. Our strength in combining deep industry knowledge and experience in automotive parts with the strong digital and technical skills of our engineering and development teams is what makes our platform a unique vertical commerce business.”

Prashant Pathak, Chairman of Onyx, added, “Going public is an important milestone and the start of an exciting new chapter in the continued growth of Onyx. The technology-led, brand-driven and data-enabled business that Onyx has built and demonstrated via CARiD.com and other verticals will benefit from the marketing, brand, and product expertise that the Legacy team provides. I want to thank the team at Legacy for their support and guidance through this process and recognize the hard work of the entire Onyx organization, not just in the United States, but also internationally, that is behind our success to-date. I am confident the combination of our two companies will create new synergies that will further accelerate our performance. Additionally, during the discussions with Legacy it became evident to us that from a CSR perspective Onyx’s combination with Legacy is also enabling Onyx and its stakeholders the opportunity to contribute effectively towards inclusive capitalism, diversity of leadership on Wall Street and minority-led enterprise building.”

Transaction Overview

Pursuant to the business combination agreement, Legacy will acquire (i) all of the outstanding shares of preferred stock of Onyx for an aggregate of $20.0 million cash, and (ii) all of the outstanding shares of common stock of Onyx for an aggregate of approximately $265.0 million (or approximately 26.5 million) in shares of Class A common stock of Legacy. The consideration payable with respect to Onyx’s common stock would be subject to adjustment, including based on Onyx’s net working capital and related transaction expenses at closing.

In connection with the signing of the business combination agreement, Legacy’s sponsor, Legacy Sponsor I, LLC (its “Sponsor”), has delivered to Onyx a sponsor support agreement, pursuant to which, among other things, the sponsor has agreed to (i) vote in favor of the transactions contemplated by the business combination agreement, (ii) forfeit 3,000,000 of its shares of Legacy’s Class F common stock, and (iii) forfeit 14,587,770 of its private placement warrants to purchase shares of Legacy’s Class A common stock, each as partial consideration for deferred shares to be later issued by Legacy to Sponsor pursuant to the terms of the sponsor support agreement. In addition, the Sponsor may forfeit up to a maximum of 3,250,000 additional shares of Legacy’s Class A common stock based on the gross amount of cash held by Legacy immediately prior to closing and the extent to which Legacy’s transaction expenses exceed $16.4 million; provided that the Sponsor shall have the ability to earn back up to 50% of such additional forfeited shares based on the average trading share price of Legacy’s Class A common stock over a 730 calendar day period immediately following closing.

The Boards of Directors of each of Legacy and Onyx have approved the transaction. The transaction is subject to customary closing conditions, including the receipt of certain regulatory approvals. The stockholders of each of Legacy and Onyx have approved the transaction by written consents of at least a majority of the outstanding shares entitled to vote thereon. The transaction is expected to close in November 2020.

Intent to Commence Tender Offer

In connection with the closing of the proposed transactions contemplated by the business combination agreement, Legacy will conduct a cash tender offer for its outstanding shares of Class A common stock in order to allow stockholders the opportunity to redeem their shares in accordance with Legacy’s corrected amended and restated certificate of incorporation, as amended (its “Charter”). Each description contained herein is not an offer to buy or the solicitation of an offer to sell securities. The solicitation and the offer to buy shares of Legacy’s Class A common stock will be made pursuant to a tender offer statement on Schedule TO and other offer documents that Legacy will be filing with the SEC. The business combination cash tender offer documents (including an offer to purchase, a related letter of transmittal and other offer documents) contain important information that should be read carefully and considered before any decision is made with respect to the business combination cash tender offer. These materials will be sent free of charge to all security holders of Legacy. In addition, all of these materials (and all other materials filed by Legacy with the SEC) are available at no charge from the SEC through its website at www.sec.gov. Security holders of Legacy are urged to read the business combination cash tender offer documents and other relevant materials before making any investment decision with respect to the business combination and the business combination cash tender offer because they will contain important information about the business combination and the business combination cash tender offer.

Warrant Holder Support Agreements

In connection with the signing of the business combination agreement, Legacy entered into warrant holder support agreements (“Warrant Holder Support Agreements”) with the holders of approximately 19,500,000 (or approximately 65%) of Legacy’s warrants sold as part of the units in its initial public offering, exercisable for one-half of one share of Class A common stock for $5.75 per half share, or $11.50 per whole share (referred to herein as the “public warrants”), to provide for certain amendments (the “Warrant Amendments”) to the Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the “Warrant Agreement”). The Warrant Amendments will provide, among other things, that each outstanding public warrant and 2,912,230 outstanding warrants issued to the Sponsor in the private placement that closed simultaneously with Legacy’s initial public offering but which are beneficially owned by certain institutional investors of Sponsor shall no longer be exercisable to purchase one-half share of Class A common stock of Legacy for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the closing of the proposed transaction with Onyx, the aggregate gross cash in the trust fund, plus the aggregate gross proceeds received by Legacy pursuant to any financing is at least equal to $60,000,000, $0.35 in cash and 0.065 of a share of Class A Common Stock of Legacy, (ii) if, at the closing of the proposed transaction with Onyx, the aggregate gross cash in the trust fund, plus the aggregate gross proceeds received by Legacy pursuant to any financing is less than $60,000,000, but at least equal to $44,000,000, $0.25 in cash and 0.075 of a share of Class A Common Stock of Legacy, or (iii) if, at the closing of the proposed transaction with Onyx, the aggregate gross cash in the trust fund, plus the aggregate gross proceeds received by Legacy pursuant to any financing is less than $44,000,000, $0.18 in cash and 0.082 of a share of Class A Common Stock of Legacy. As the Warrant Amendments require the approval by holders of at least 65% of Legacy’s public warrants, the Warrant Holder Support Agreements principally assure the vote in favor of the Warrant Amendments and, therefore, Legacy expects that the Warrant Amendments will be approved.

In connection with the Warrant Amendments, Legacy’s Sponsor has agreed to forfeit 14,587,770 private placement warrants held by it of record and beneficially owned by it. Certain institutional investors of Sponsor, who are the beneficial owners of the remaining 2,912,230 private placement warrants in the aggregate (which are held of record by the Sponsor), will receive the same consideration as the public warrants; provided, that if such beneficial owners cease to beneficially own any of such private placement warrants for any reason, such Private Placement Warrants shall revert back to the Sponsor and shall be forfeited.

Additional information about the proposed transaction and the Warrant Amendments, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Legacy with the Securities and Exchange Commission and will be available at www.sec.gov.

About Onyx.

Onyx is a technology-driven, digital commerce company focused on creating custom infrastructure and unique user experiences within niche markets. Onyx was founded in 2008 with a vision of creating a one-stop eCommerce destination for the automotive parts and accessories market. Onyx has since become a market leader and proven brand-builder, fueled by its commitment to delivering a revolutionary shopping experience; comprehensive, accurate and varied product offerings, and continued digital commerce innovation.

About Legacy Acquisition Corp.

Legacy raised $300 million in November 2017 and its securities are listed on the NYSE. At the time of its listing, Legacy was the only Special Purpose Acquisition Company on the NYSE led predominantly by African American managers and sponsor investors. Legacy was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Legacy is sponsored by a team of proven leaders primarily comprised of former Procter & Gamble executives and is supported by a founder/shareholder group of proven operationally based value builders. These executives have extensive experience in building brands and transforming businesses for accelerated growth. Legacy’s founders and management expectation is that Legacy will serve as a role model for African Americans and other under-represented business leaders to achieve success not just in the executive ranks of large Corporations, but also as entrepreneurs in the productive use of capital through mergers and acquisitions on Wall Street. For more information please visit www.LegacyAcquisition.com.