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MarketScreener Homepage  >  Equities  >  Nasdaq  >  CarLotz, Inc.    LOTZ

CARLOTZ, INC.

(LOTZ)
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ACAMAR PARTNERS ACQUISITION CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Regulation FD Disclosure (form 8-K)

10/22/2020 | 07:13am EST

Item 1.01 Entry Into A Material Definitive Agreement.



Merger Agreement


On October 21, 2020, Acamar Partners Acquisition Corp., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Acamar Partners Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company ("Merger Sub"), and CarLotz, Inc., a Delaware corporation ("CarLotz"), providing for, among other things, and subject to the terms and conditions therein, a business combination between CarLotz and the Company pursuant to the proposed merger of Merger Sub with and into CarLotz with CarLotz continuing as the surviving entity (the "Merger").

Pursuant to the Merger Agreement, at the effective time of the Merger:

(a) each outstanding share of CarLotz common stock (the "CarLotz Common Stock") (including CarLotz Common Stock resulting from the exercise and conversion of certain CarLotz securities exercisable or convertible into CarLotz Common Stock as of immediately prior to the closing of the Merger (the "Closing") that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive: (i) an amount of cash calculated pursuant to the terms of the Merger Agreement (the "Closing Per Share Cash Consideration"); (ii) newly issued shares of the Company's Class A common stock (the "Company Common Stock"), calculated pursuant to the terms of the Merger Agreement (the "Closing Per Share Stock Consideration"); and (iii) a contingent and non-assignable right to a number of shares of Company Common Stock (the "Earnout Shares") calculated pursuant to the terms of the Merger Agreement; and

(b) each outstanding share of CarLotz Series A preferred stock (the "CarLotz Preferred Stock," and together with the CarLotz Common Stock, the "CarLotz Stock")) that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive: (i) an amount of cash in respect of the liquidation preference of the CarLotz Preferred Stock calculated pursuant to the terms of the Merger Agreement (the "Per Preferred Share Liquidation Amount"); (ii) an amount of cash equal to the Closing Per Share Cash Consideration; (iii) a number of newly issued shares of Company Common Stock equal to the Closing Per Share Stock Consideration; and (iv) a contingent and non-assignable right to a number of Earnout Shares calculated pursuant to the terms of the Merger Agreement.

(c) each option to acquire CarLotz Common Stock (the "CarLotz Option") that is outstanding immediately prior to the effective time of the Merger (other than those held by individuals that are no longer service providers of CarLotz), whether vested or unvested, will be cancelled and converted into (i) the right to receive an amount in cash calculated pursuant to the terms of the Merger Agreement (defined as the "Closing Per Option Cash Consideration" in the Merger Agreement), (ii) a number of options to acquire shares of Company Common Stock, with the number of options and the exercise price per option, in each case, calculated pursuant to the terms of the Merger Agreement, and otherwise on the same terms and conditions as were applicable to such CarLotz Option (defined as the "Base Acquiror Options" in the Merger Agreement), and (iii) a number of options to acquire an additional number of shares of Company Common Stock, with the number of additional shares and the exercise price per option, in each case, calculated pursuant to the terms of the Merger Agreement, and otherwise on the same terms and conditions as were applicable to such CarLotz Option (defined as the "Earnout Acquiror Options" in the Merger Agreement), subject to forfeiture if the First Threshold or the Second Threshold (as defined below) is not met prior to the Forfeiture Date (as defined below).



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If at any time during the 60 months following the Closing (the first business day following the end of such period, the "Forfeiture Date"), the closing trading price of the Company Common Stock is greater than $12.50 over any 20 trading days within any 30 trading day period (the "First Threshold"), the Company shall promptly issue 50% of the Earnout Shares to the holders of CarLotz Stock as of immediately prior to the effective time of the Merger. Each such holder of CarLotz Stock will be entitled to receive a number of Earnout Shares calculated pursuant to the terms of the Merger Agreement.

If at any time prior to the Forfeiture Date, the closing trading price of the Company Common Stock is greater than $15.00 over any 20 trading days within any 30 trading day period (the "Second Threshold"), the Company shall promptly issue 50% of the Earnout Shares to the holders of CarLotz Stock as of immediately prior to the effective time of the Merger. Each such holder of CarLotz Stock will be entitled to receive a number of Earnout Shares calculated pursuant to the terms of the Merger Agreement. If either the First Threshold or the Second Threshold is not met on or before the Forfeiture Date, the applicable portion of the Earnout Shares otherwise issuable by the Company will be forfeited.

If, prior to the Forfeiture Date, there is a Change of Control (as defined in the Merger Agreement) that will result in the holders of Company Common Stock receiving a per share price equal to or in excess of $10.00 (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Company Common Stock after the date of the Merger Agreement), then the Company shall promptly issue all of the Earnout Shares not previously issued to each holder of CarLotz Stock as of immediately prior to the effective time of the Merger. Each such holder of CarLotz Stock will be entitled to receive a number of Earnout Shares calculated pursuant to the terms of the Merger Agreement.




Redemption Offer



Pursuant to the Company's amended and restated certificate of incorporation and in accordance with the terms of the Merger Agreement, the Company will be providing its public stockholders with the opportunity to redeem all or a portion of their shares of Company Common Stock upon the completion of Merger at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Merger, including interest (which interest shall be net of taxes payable) earned on the funds held in the trust account, divided by the total number of then-outstanding shares of Company Common Stock.

Representations and Warranties

Each of CarLotz, the Company and Merger Sub have made representations and warranties in the Merger Agreement that are customary for transactions of this nature. The representations and warranties of the Company, Merger Sub and CarLotz will not survive the Closing.



Covenants


The Merger Agreement includes customary covenants of the parties with respect to operation of the business prior to consummation of the transactions contemplated under the Merger Agreement (the "Transactions") and efforts to satisfy . . .

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under the heading "PIPE Subscription Agreements" in Item 1.01 above is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the investor presentation that will be used by the Company in making presentations to certain existing and potential stockholders of the Company with respect to the Merger.

Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is a copy of the joint press release issued on October 22, 2020 by the Company and CarLotz announcing the execution of the Merger Agreement.

Attached hereto as Exhibit 99.3 and incorporated into this Item 7.01 by reference is a copy of the communications with investors on October 22, 2020 announcing the execution of the Merger Agreement.

The information in this Item 7.01 (including Exhibits 99.1, 99.2, and 99.3) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.



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Additional Information About the Transaction and Where to Find It

The Company intends to file with the SEC a Registration Statement on Form S-4, which will include a preliminary proxy statement/prospectus in connection with the Merger and will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with the Company's solicitation of proxies for its stockholders' meeting to be held to approve the Merger because the proxy statement/prospectus will contain important information about the Company, CarLotz and the Merger. The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the Merger. Stockholders will also be able to obtain copies of the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to Joseba Picaza at joseba@acamarpartners.com.



Participants in Solicitation


The Company, CarLotz and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of the Company's stockholders with respect to the approval of the Merger. Information regarding the Company's directors and officers and a description of their interests in the Company is contained in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2019. Additional information regarding the participants in the proxy solicitation, including CarLotz' directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Registration Statement on Form S-4 and the definitive proxy statement/prospectus for the Merger when available. Each of these documents is, or will be, available at the SEC's website or by directing a request to the Company as described above under "Additional Information About the Transaction and Where to Find It."

In connection with the Merger, at any time prior to the special meeting to approve the Merger, certain existing Company stockholders, which may include certain of the Company's officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Company's securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Merger. While the exact nature of such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Company, CarLotz or their respective securities.




Forward-Looking Statements



This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "could", "continue", "expect", "estimate", "may", "plan", "outlook", "future" and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to the Company's and CarLotz' future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Merger, the business plans, objectives, expectations and intentions of the public company once the transaction is complete, and CarLotz's estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on the Company's or CarLotz' management's current expectations and beliefs, as well as a number of assumptions concerning future events.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's or CarLotz' control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (3) the ability of the public entity to meet Nasdaq's listing standards following the Merger; (4) the inability to complete the private placement of the PIPE Shares; (5) the risk that the proposed transaction disrupts current plans and operations of CarLotz as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and agents and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the potential transaction; (9) the possibility that CarLotz may be adversely affected by other economic, business, regulatory and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against the Company, CarLotz or any of their respective directors or officers, following the announcement of the potential transaction; and (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments.



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Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company's most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC's website at www.sec.gov, and will also be provided in the Registration Statement on Form S-4 and the Company's proxy statement/prospectus when available. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company and CarLotz undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral forward-looking statements concerning the Company and CarLotz, the proposed transaction or other matters and attributable to the Company and CarLotz or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.



Disclaimer


This communication shall neither 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 jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 114 M - -
Net income 2020 - - -
Net Debt 2020 - - -
P/E ratio 2020 -
Yield 2020 -
Capitalization 929 M 929 M -
Capi. / Sales 2020 8,18x
Capi. / Sales 2021 2,75x
Nbr of Employees 102
Free-Float 58,3%
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Number of Analysts 1
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Last Close Price 8,18 
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Managers and Directors
NameTitle
Michael W. Bor Chairman & Chief Executive Officer
Thomas W. Stoltz Chief Financial Officer
Daniel A. Valerian Chief Technology Officer
John Foley Chief Operating Officer
Liz Sanders Chief Administrative Officer
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