TGI Friday's Inc. (TGIF) signed letter of intent to acquire Allegro Merger Corp. (NasdaqCM:ALGR) in a reverse merger transaction on September 5, 2019. TGI Friday's Inc. (TGIF) signed a definitive agreement to acquire Allegro Merger Corp. (NasdaqCM:ALGR) in a reverse merger transaction on November 8, 2019. Total consideration consists of a combination of cash and stock valued at $30 million and Allegro will assume approximately $350 million of net debt. The majority owners of TGIF, funds managed by TriArtisan Capital Advisors LLC, expect to exchange a majority of their ownership in the TGIF business for shares of Allegro and significant holder MFP Partners, L.P., intends to exchange all of its ownership in the TGIF business for shares of Allegro. TGIF’s existing holders may receive an additional two million shares of Allegro common stock contingent upon achievement of specified post-closing performance metrics of the business. TriArtisan will receive approximately 80% of the consideration in Allegro common stock, while the family office of Michael F. Price will receive 100% of its consideration in Allegro common stock. As of December 20, 2019, 86% of the outstanding TGIF membership interests have elected to receive shares of Allegro common stock as consideration in the Merger and holders of approximately 14% of the outstanding TGIF membership interests have elected to receive cash. This transaction would result in Fridays becoming a publicly listed company. TGIF equity holders will nominate 6 Board members and Allegro will nominate 2 Board members. Upon closing, if Allegro’s nominees are elected, the directors of Allegro will be Rohit Manocha, Raymond Blanchette, Sidney Feltenstein, Alexander Matina, Weldon Spangler and Anil Yadav. Eric Rosenfeld and David Sgro, Allegro’s Chief Executive Officer and Chief Operating Officer, respectively were also nominated. Upon closing, the executive officers of Allegro will be the current executive officers of TGI Fridays: Raymond Blanchette, Chief Executive Officer, Giovanna Koning, Executive Vice President and Chief Financial Officer, John Neitzel, President and Chief Operating Officer, Global Franchise, James Mazany, Chief Operating Officer, Corporate, and William Alexander, Senior Vice President and Chief Development Officer. Completion of the transaction is subject to approval of the Allegro shareholders and certain customary closing conditions, including a $30 million minimum cash closing condition and all specified waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. TGIF and Allegro’s Boards of Directors have unanimously approved the merger agreement and Allegro’s Board recommends that its stockholders approve the transaction. A special meeting of stockholders of Allegro Merger Corp. is scheduled to be held on December 23, 2019. As of March 6, 2020, the annual meeting of stockholders of Allegro Merger Corp. is scheduled to be held on March 26, 2020. The transaction is expected to close in the first quarter of 2020. As of December 9, 2019, the Board of Directors proposed to extend the completion of the transaction from January 6, 2020 to March 31, 2020. As on January 3, 2020, the shareholders of Allegro approved the proposal to extend the date by which the company has to consummate its initial business combination from January 6, 2020 to March 31, 2020. On March 26, 2020, shareholders of Allegro approved the transaction. David Alan Miller and Jeffrey M. Gallant of Graubard Miller acted as a legal advisors to Allegro Merger and Michael Littenberg, Emily Oldshue, Adam Greenwood and Josh Lichtenstein of Ropes & Gray LLP acted as legal advisors to TGI. Cantor Fitzgerald, L.P. and Piper Jaffray & Co. acted as financial advisors to Allegro Merger in the transaction. Allegro retained MacKenzie Partners, Inc. as proxy solicitor and will pay that firm a fee of $15,000 plus disbursements for its services. Cassel Salpeter & Co., LLC acted as financial advisor and provided fairness opinion to the board of directors of Allegro. Allegro will pay $85,000 as fairness opinion fee to Cassel Salpeter & Co., LLC. Continental Stock Transfer & Trust Company acted as transfer agent for Allegro Merger Corp.