Item 5.01 Change of Control of Registrant
On January 3, 2018, Barington/Hilco Acquisition Corp. (the "Company" or "BHAC"),
Barington Companies Advisors, LLC ("Barington"), Hilco Global ("Hilco Global"),
Hilco Merchant Resources, LLC ("HMR" and, together with Hilco Global,
collectively, "Hilco"), and certain additional parties, including members of the
board of directors of the Company (together with Barington and Hilco, the
"Sellers"), entered into an agreement (the "Agreement") with Sweiss Ventures,
LLC, a Nevada limited liability company ("Sweiss"), DMZ1 Holdings, LLC, a New
York limited liability company ("DMZ"), BAG Spac 1, LLC, a Delaware limited
liability company ("BAG"), PLA99, LLC, a Delaware limited liability company
("PLA"), and Oreva Partners, LLC, a Delaware limited liability company ("Oreva"
and together with Sweiss, DMZ, BAG and PLA, the "Investors").
Pursuant to the Agreement, the Sellers agreed to transfer to the Investors an
aggregate of (a) 1,035,767 shares of common stock, $0.001 par value per share,
of the Company (the "Common Stock"), and (b) an aggregate of 142,500 warrants to
purchase an additional 142,500 shares of Common Stock (collectively, the
"Transferred Securities"). The 1,035,767 shares of Common Stock included in the
Transferred Securities represented 96.5% of an aggregate of 1,073,267 insider
promoter shares of Common Stock of the Company owned of record and beneficially
by the Sellers (the "Insider Shares"). Under the Agreement, the Sellers retained
an aggregate of (i) 285,000 shares of Common Stock and associated rights, which
entitle a holder to receive one-tenth (1/10) of a share of Common Stock (the
"Rights"), and (ii) 37,500 promotional shares of Common Stock that were issued
to directors and officers of the Company and the acting chief financial officer
of the Company as compensation for their services to the Company.
Pending the Company's ability to effect a business combination with an
unaffiliated entity that is approved by the Company's stockholders (a "Business
Combination"), the Insider Shares originally issued to the Sellers in connection
with the formation of the Company as a special purpose acquisition corporation
in 2014 were placed in escrow pursuant to a share escrow agreement dated as of
February 5, 2015 by and among the Sellers, the Company and Continental Stock
Transfer & Trust Company ("CSTC"). The Transferred Securities issued to the
Investors will continue to be retained in escrow with CSTC pursuant to a
separate letter agreement among the Sellers and the Investors, dated January 3,
2018. The Sellers also agreed to assign to the Investors their registration
rights with respect to the Transferred Securities and the Investors agreed to
comply with such registration rights agreement. In addition, the Investors
agreed to provide certain indemnification rights to the Sellers and to maintain
in effect the current directors' and officers' liability insurance policy
maintained by the Company (or a policy of at least the same coverage and amounts
containing terms and conditions which are no less advantageous to the Sellers).
In consideration for their receipt of the Transferred Securities and its
affiliates obtaining control of the board of directors of the Company as
described in Item 5.02 below, the Investors and its affiliates and associates
(collectively, the "Investor Group") agreed to use its and their best efforts to
locate and consummate, on or prior to the June 30, 2018, a Business Combination
for the Company acceptable to the Company's stockholders. In addition, the
Investors paid on behalf of the Company, or reimbursed the Sellers for, (i)
$154,000, representing three months prepaid interest required to be paid by the
Company to obtain an extension of the date by which the Company has to complete
a Business Combination (the "Extension"), and other accrued fees and expenses,
and agreed pay to approximately $59,229 in additional documented Company
expenses within 30 days. The Investors also agreed to assume responsibility for
all ongoing costs and expenses of the Company, including, without limitation,
interest expenses associated with the Extension and costs and expenses
associated with running and maintaining a publicly traded company following the
closing of the transactions contemplated by this Agreement.
Pursuant to the Agreement, the Company terminated the use of office space,
administrative, technology and secretarial services at the offices of an
affiliate of Barington located at 888 Seventh Avenue, New York, NY 10019. The
Agreement also provides that, upon the earlier to occur of (a) the next annual
or special meeting of stockholders of the Company, or (b) the special meeting of
stockholders of the Company to approve a Business Combination, the Company shall
seek to amend its certificate of incorporation to change the name of the Company
to one not having the words "Barington" or "Hilco" or any combination thereof in
the corporate name.
A copy of the Agreement is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers
Under the terms of the Agreement, each of Jared L. Landaw, Jeffrey B. Hecktman,
Robert Mettler, Frank R. Mori, James A. Mitarotonda and Jeffrey D. Nuechterlein,
representing the entire former board of directors of the Company, resigned as
directors effective as of the close of business January 4, 2018, and Paul
Abramowitz, Justin Ehrlich, Marc Beilinson and Colin Conway have been appointed
directors of the Company, with Mr. Levin serving as Chairman of the Board. In
addition, Cory Lipoff, Jeffrey D. Nuechterlein and Jared L. Landaw each resigned
as officers of the Company, and Mr. Abramowitz has been appointed as Chief
Executive Officer and President of the Company, effective as of the close of
business on January 4, 2018.
Mr. Abramowitz is the manager of PLA99, LLC, Mr. Beilinson is the manager of BAG
Spac 1, LLC, Mr. Ehrlich is the manager of DMZ1 Holdings, LLC and Mr. Levin is
the manager of Sweiss Ventures, LLC, and.
Set forth below is a summary of the business backgrounds of each of Messrs.
Abramowitz, Beilinson, Conway, Ehrlich and Levin.
Paul Abramowitz.From 2008 to the present, Mr. Abramowitz has been the president
and Chief Executive Officer of Liquidity Capital Group, LLC, as private company
engaged in making direct investments in assets of and claims against companies
subject to Chapter 11 and Chapter 7 proceedings under the Federal Bankruptcy
Law. From 2006 to 2008, he served as President and CEO of Neah Power Systems,
Inc., a micro fuel development company engaged in development of porous silicon
to create higher fuel cell power. Under his leadership, Neah Power was revived
after a shutdown, raised over $15 million in financing, restructured its board
of directors and management and negotiated a strategic partnership with General
Dynamics. From 2003 to 2004, Mr. Abramowitz was recruited by Paul Allen and
Vulcan, Inc. to turn around Experience Learning Communities, a non-profit
educational company. Since 1991, Mr. Abramowitz has been the CEO of Special
Investments, Inc., a consulting company that specializes in debt reorganization
and financings for major corporate clients. Mr. Abramowitz has a BS from Ohio
State University and an MBA from the University of Southern California.
Marc Beilinson. For the past five years, Mr. Beilinson has been the Managing
Partner of Beilinson Advisory Group, a financial restructuring and hospitality
advisory group that specializes in assisting distress companies. Throughout his
career, Mr. Beilinson has been active in the restructuring of complex commercial
and real estate portfolios throughout the United States and has also specialized
in restructuring real estate chains. Mr. Beilinson is currently the Chief
Restructuring Officer/CEO of Eagle Hospitality. He previously served as the
Chief Restructuring Officer/CEO of Innkeepers USA until January 2012. Mr.
Beilinson has recently been appointed to the Board of Directors of MF Global
Assurance Company by the Chapter 11 trustee of MF Global Assurance and has
previously served on the Board of Directors of Wyndham Hotels, Apollo Real
Estate Commercial Mortgage Inc., Innkeepers USA, Jameson Hotels and the
University of California School of Law.
Between 1992 and 2007, Mr. Beilinson practiced law with the firm of Pachulski,
Stang, Ziehl & Jones, a nationally recognized law firm specializing in corporate
restructuring. During his 25 years of practice, Mr. Beilinson spearheaded the
operational and financial restructuring of nationally recognized companies such
as American Rice, TreeSweet Juice Company, Coco's Restaurants, General Cinema,
Loews Cineplex, Wherehouse Entertainment and DirecTV Latin America. Mr.
Beilinson graduated from UCLA, magna cum laude, and from UC Davis Law School.
Colin Conway. Since October 2016, Mr. Conway has been a managing director of
Oreva Capital Corp., a Los Angeles based merchant bank focused on making direct
investments in diversified, private operating companies. Mr. Conway
participated in the acquisition of Trans High Corporation in March 2017. For
four years prior to Oreva Capital Mr. Conway served as a managing director at
Vert Capital Corp., where he led the business development team and participated
in the acquisition and restructuring of private operating companies in various
industries including digital media, Internet, software, and apparel. Adam E.
Levin, our Chief Executive Officer, is the chief executive officer of Oreva
Capital and was the chief executive officer of Vert Capital Corporation. From
2010 to 2012, Mr. Conway was previously an associate director at Weston Capital
Management, LLC, a Connecticut based Hedge Fund and Fund of Funds.
Justin Ehrlich. Justin Ehrlich is a partner in VE Equities LLC, a full-service
real estate company with capabilities in investment, finance, asset management
and construction. Justin is responsible for managing the firm's real estate
investment and finance activities and handling the company's overall operations
and asset management. He has completed over $10 billion of luxury mixed-use and
condominium projects in Manhattan and is also currently developing several
mixed-use projects in California. In addition, Justin is a partner in Churchill
Real Estate Holdings LLC, an alternative investment platform offering short term
debt products to institutional and private clients. Mr. Ehrlich holds a BA in
Business Administration from Boston University'sSchool of Management and earned
a MS in Real Estate Finance and Investment from New York University. He served
as the Secretary of the 125th Street Business Improvement District from 2008 to
2009. He has received numerous awards and honors from multiple industry
organizations including the 2011 Developer of The Year Award from Young Jewish
Professionals and was the Guest of Honor at the YJP 2014 Founders Gala at
Cipriani Downtown. Mr. Ehrlich is currently on the Board of Directors for A
Caring Hand and BDS Analytics.
Adam Levin, Adam Levin is the founder of Hightimes Holdings Corp. and has served
as its Chairman and Chief Executive Officer, since its inception in December
2016. Mr. Levin currently serves on the board of directors of Pride Media, Inc.,
and previously served as the Chairman of the Board of Directors of Pixelmags
until its sale in 2016. He brings over 15 years of leadership experience running
Internet-based technology and e-commerce companies. Mr. Levin has been Managing
Director of Oreva Capital Corp, since September 2016 and for five years prior to
that was the Managing Director of Vert Capital Corp where he oversaw the day to
day operations of the firm, and led the acquisition of a number of companies. He
has extensive experience in the fields of mobile, social networking,
entertainment as well as venture capital and merger and acquisition strategies.
Mr. Levin has been a featured speaker at CES, MIPTV, MONY Conference, CTIA,
Wireless Influencers, and has been featured in The Wall Street Journal, The NY
Times, Fortune, Bloomberg and Entrepreneur Magazine. He has appeared on CNN,
NPR, MSNBC, HBO and Fox News. Mr. Levin also served as Chief Executive Officer
and a director of Bebo.com, Inc., a social networking and content website, from
2010 to 2012. Bebo.com, Inc., filed for protection under Chapter 11 of the
United States Bankruptcy Code in May 2013. Mr. Levin was an officer of Bebo
within the two-year period prior to the filing of the Chapter 11 petition but
had resigned as an officer and director prior to such filing. Mr. Levin earned
a BA from Thomas Edison State College.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
3.1 Agreement, dated as of January 3, 2018, among Barington/Hilco
Acquisition Corp., Barington Companies Advisors, LLC, Hilco Global,
Hilco Merchant Resources, LLC and certain additional parties, including
members of the board of directors of the Company, and Sweiss Ventures,
LLC, a Nevada limited liability company, DMZ1 Holdings, LLC, a New York
limited liability company, BAG Spac 1, LLC, a Delaware limited liability
company, PLA99, LLC, a Delaware limited liability company, and Oreva
Partners, LLC, a Delaware limited liability company.
© Edgar Online, source Glimpses