HMAN Group Holdings Inc. entered into letter of intent to acquire Landcadia Holdings III, Inc (NasdaqCM:LCY) from Jefferies Financial Group Inc. (NYSE:JEF), TJF, LLC and Others for approximately $990 million in a reverse merger transaction on November 23, 2020. HMAN Group Holdings Inc. entered into a definitive merger agreement to acquire Landcadia Holdings III, Inc (NasdaqCM:LCY) from Jefferies Financial Group Inc. (NYSE:JEF) and TJF, LLC in a reverse merger transaction on January 24, 2021. In accordance with the terms and subject to the conditions of the merger agreement, Landcadia has agreed to pay aggregate consideration in the form of New HMAN common stock equal to a value of approximately $911.3 million plus $28.3 million, such amount being the value of 2.8 million shares of Class B common stock. Estimated cash proceeds from the transaction are expected to consist of Landcadia III's $500 million of cash in trust. In addition, investors led by Wells Capital Management and Columbia Threadneedle Investments' Small Cap Growth Strategy have committed to invest $375 million in the form of a PIPE at a price of $10 per share of common stock of Landcadia III immediately prior to the closing of the transaction. Upon the closing of the transaction, and assuming none of Landcadia III's public stockholders elect to redeem their shares, existing HMAN shareholders, including CCMP, Doug Cahill and his top team will roll over all of their equity and are expected to own 49% of the combined company, the Landcadia III sponsors are expected to own 5% of the combined company, PIPE participants are expected to own 20% of the combined company, and public stockholders are expected to own 26% of the combined company.

The transaction will result in HMAN Group Holdings becoming a publicly listed company. Upon the closing of the transaction, the combined company will be named Hillman Solutions Corp. and remain listed on Nasdaq under the new ticker symbol “HLMN.” HMNA's Chairman, Chief Executive Officer and President Doug Cahill will continue to lead the combined company in these roles along with the current management team and will be a significant equity participant in the Company. The transaction will require the approval of the stockholders of Landcadia III and of HMAN, effectiveness of the proxy / registration statement on Form S-4 to be filed by Landcadia in connection with the business combination, the aggregate cash proceeds from Landcadia's trust account, together with proceeds of the PIPE Investment, equaling no less than $639 million, after giving effect to all redemptions of public shares, the payment of transaction expenses and any other Landcadia liabilities, aggregate indebtedness net of cash and cash equivalents of New HMAN immediately following the closing of no more than $885 million , plus an amount equal to any additional borrowings by HMAN since the end of its last fiscal year under its existing revolving credit facility of up to $100 million, cash and cash equivalents held by New HMAN of at least $50 million immediately after closing, the redemption of HMAN's outstanding debentures, trust preferred securities and notes, expiration or termination of the waiting period under the Hart- Scott- Rodino Antitrust Improvements Act, receipt of approval for listing on the Nasdaq Capital Market of the shares of New HMAN common stock to be issued in connection with the merger, Landcadia has at least $5,000,001 of net tangible assets upon closing, Landcadia third amended and restated Certificate of Incorporation shall have been filed with the Secretary of State of the State of Delaware, existing charter of Landcadia shall be amended and other customary closing conditions, including the receipt of certain regulatory approvals. The Boards of Directors of each of Landcadia III and HMAN have unanimously approved the transaction and resolved to recommend approval of the merger agreement and related matters by respective stockholders of Landcadia III and HMAN. Certain HMAN Holdco stockholders entered into a voting and support agreement with Landcadia on January 24, 2021. The merger agreement may be terminated under certain limited circumstances prior to the closing. As of June 24, 2021, the transaction was declared effective. As of June 24, 2021, Landcadia announced that it has scheduled the Special Meeting of its stockholders for July 13, 2021 to approve the transaction. At special meeting, the shareholders of Landcadia approved the transaction. The transaction is expected to close in the second quarter of 2021. The company expects to use the proceeds from the transaction to accelerate HMAN's growth initiatives, substantially reduce existing debt, support marketing efforts, and provide additional working capital.

Barclays Capital Inc. and Jefferies LLC are acting as financial advisors and David Blittner, Laura Steinke, Carl Marcellino, Craig Marcus, Jay Kim, Adam Greenwood, Alexandra Alperovich, Megan Bisk, and Claire Rosa of Ropes & Gray LLP are acting as legal advisors to HMAN. Joel L. Rubinstein, Jonathan P. Rochwarger, Elliott M. Smith and Michael A. Deyong of White & Case LLP are acting as legal advisors to Landcadia III. Morrow Sodali LLC acted as an information agent and is entitled for a fee of $35,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Landcadia III. Barclays will also receive M&A advisory fees and capital markets advisory fees, together in an aggregate amount of $20.3 million, and financing fees of $3.3 million from HMAN, in each case, upon completion of the Business Combination. Jefferies expects to receive M&A Advisory fees and financing fees in the amount of $6.8 million and $18.6 million, respectively from HMAN, upon closing. Brian McDermott, Alysa Craig, John McNamara, Craig DeDomnico, Thomas Flanagan, Michael Kollender and Mark White of Stifel Financial Corp. (NYSE:SF) acted as financial advisors to HMAN.

HMAN Group Holdings Inc. completed the acquisition of Landcadia Holdings III, Inc (NasdaqCM:LCY) from Jefferies Financial Group Inc. (NYSE:JEF), TJF, LLC and Others on July 14, 2021. Beginning on Thursday, July 15, 2021, HMAN's common stock and warrants will trade on Nasdaq under the ticker symbols “HLMN” and “HLMNW,” respectively. HMAN's Chairman, Chief Executive Officer and President Doug Cahill will continue to lead the combined company in these roles along with the current management team, and will be a significant equity holder in the Company. The combined company's board of directors will initially consist of 10 members, including Mr. Cahill, Joseph Scharfenberger, Richard Zannino, Aaron Jagdfeld, David Owens, Philip Woodlief, Diana Dowling, John Swygert, Daniel O'Leary and Teresa Gendron.