MARBLEGATE ACQUISITION CORP. Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
All capitalized terms used herein not otherwise defined shall have the meanings assigned to them in the Business Combination Agreement.
Business Combination
Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, among other things:
(i) Immediately prior to the consummation of the transactions contemplated
by the Business Combination Agreement, New MAC and the DePalma Companies
will effect a series of reorganization transactions, resulting in the
DePalma Companies becoming wholly-owned subsidiaries of New MAC;
(ii) Merger Sub will merge with and into MAC (the "Merger"), with MAC
surviving the Merger as a wholly-owned subsidiary of New MAC, in
accordance with the terms and subject to the conditions of the Business
Combination Agreement; and
(iii) upon the effectiveness of the Merger (the "Effective Time"), each share
of MAC's Class A common stock, par value $0.0001 per share ("MAC
Class A Common Stock"), issued and outstanding immediately prior to the
effectiveness of the Merger shall be cancelled and converted into the
right to receive the MAC Per Share Consideration; (y) each share of
MAC's Class B common stock, par value $0.0001 per share ("MAC Class B
Common Stock," and, together with the MAC Class A Common Stock, the
"MAC Common Stock"), issued and outstanding immediately prior to the
effectiveness of the Merger shall be converted into the right to
receive the MAC Per Share Consideration, and (z) each warrant of MAC
outstanding immediately prior to the effectiveness of the Merger shall
be converted into the right to receive one warrant of New MAC, with New
MAC assuming MAC's obligations under the existing warrant agreement.
The Business Combination is expected to close in the first half of 2023, following the receipt of the requisite stockholder approvals and the fulfilment of other customary closing conditions.
Business Combination Consideration
The aggregate consideration payable to DePalma at the closing of the Business
Combination (the "Closing") shall be based on a valuation of DePalma of
approximately
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Representations, Warranties and Covenants
The Business Combination Agreement contains customary representations, warranties and covenants by the Parties thereto, including, among other things, covenants with respect to the conduct of MAC and DePalma during the period between execution of the Business Combination Agreement and the Closing, including the Parties' agreement not to solicit, initiate or knowingly encourage action to facilitate competing offers or proposals for a transaction other than the Business Combination. The representations, warranties and covenants made under the Business Combination Agreement will not survive the Closing and shall terminate and expire upon the occurrence of the Effective Time; provided, however, that any covenants that are to be performed at or after the Closing shall survive until such covenant has been performed or satisfied pursuant to its terms. Each of MAC and DePalma have agreed to use their reasonable best efforts to consummate the Business Combination and related transactions.
Post-Closing Board of Directors
Prior to the Closing, the Parties shall take all actions necessary or
appropriate to designate and nominate five (5) directors to the New MAC board of
directors (the "New MAC Board"), which shall include two (2) directors
designated by
No Solicitation of Acquisition Proposals
Conditions to Closing
The Closing is subject to the satisfaction or waiver of certain conditions,
including, among others, that (i) the stockholders of MAC approve the Business
Combination Agreement and the transactions contemplated thereby, (ii) MAM shall
have obtained necessary consents to approve the Business Combination Agreement
and the transactions contemplated thereby, (iii) all applicable waiting periods
under the Hart-Scott-Rodino Act shall have expired or otherwise been terminated,
and there shall not be in effect any voluntary agreement between any of the
Parties, on the one hand, and the
Termination
The Business Combination Agreement may be terminated and the Business
Combination may be abandoned at any time prior to the Closing, as follows:
(i) by mutual written consent of MAC and DePalma; (ii) by MAC upon written
notice to DePalma, if there is any breach of DePalma's representations or
warranties or if there is any breach by DePalma of any covenant or agreement
such that certain conditions to Closing would not be satisfied with respect to
DePalma as of the Closing and the breach or breaches of such representations,
warranties, covenants, or agreements, is (or are) not cured or cannot be cured
within the earlier of (A) thirty (30) days after written notice thereof is
delivered to DePalma by MAC and (B)
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Agreement shall not have been consummated on or prior to the Termination Date; (v) by either MAC or DePalma, if any Governmental Entity shall have issued an Order or taken any other action permanently enjoining, restraining, or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such Order or other action shall have become final and non-appealable; or (vi) by either MAC or DePalma, if the Acquiror Shareholders Meeting has been held (including any adjournment or postponement thereof), has concluded, Acquiror Shareholders have duly voted and the Acquiror Shareholder Approvals were not obtained.
The foregoing description of the Business Combination Agreement and the Business
Combination does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Business Combination Agreement, a copy of which
is attached as Exhibit 2.1 hereto and is incorporated by reference herein. The
Business Combination Agreement contains representations, warranties and
covenants that the Parties made to each other as of the date of such agreement
or other specific dates. The assertions embodied in those representations,
warranties and covenants were made for purposes of the contract among the
Parties and are subject to important qualifications and limitations agreed to by
the Parties in connection with negotiating such agreement. The Business
Combination Agreement has been attached to provide investors with information
regarding its terms and is not intended to provide any other factual information
about MAC, the DePalma Companies, or any of the other Parties. In particular,
the representations, warranties, covenants and agreements contained in the
Business Combination Agreement, which were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of the Parties,
may be subject to limitations agreed upon by the Parties (including being
qualified by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Business Combination Agreement
instead of establishing these matters as facts), and may be subject to standards
of materiality applicable to the Parties that differ from those applicable to
investors and reports and documents filed with the
Registration Rights Agreement
In connection with the Closing, New MAC, the Sponsor, certain directors and
executive officers of MAC (the "Supporting Shareholders") and certain other
parties will enter into a registration rights agreement (which such agreement
shall contain terms and conditions similar to those contained in that certain
registration rights agreement, dated as of
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Sponsor and the Supporting Shareholders have entered into support agreements with MAC, New MAC and the DePalma Companies (such agreements, collectively, the "Sponsor Support Agreement"), pursuant to which the Sponsor and the Supporting Shareholders have agreed, among other things, to vote all shares of MAC Common Stock held by them in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger) and to not redeem any of their shares of MAC Common Stock.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Management Services Agreement
Upon consummation of the Business Combination, the Manager and New MAC will enter into a Management Services Agreement ("MSA"), pursuant to which the Manager will provide certain management services to New MAC including (i) evaluating, managing, performing due diligence on, negotiating and overseeing the acquisition
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and disposition of New MAC's and its subsidiaries' assets, (ii) evaluating, managing, negotiating and overseeing the origination, structuring, restructuring and workout of taxi-medallion loans and other loans held by New MAC (other than typical daily loan servicing activities), (iii) managing New MAC's and its subsidiaries' day-to-day business and operations in complying with any regulatory requirements applicable to them in respect of their business activities, (iv) evaluating the financial and operational performance of any of New MAC's subsidiaries, (v) providing a management team to serve as executive officers of New MAC and/or its subsidiaries, including providing day-to-day financial, operational and other executive management services (vi) identifying, evaluating, managing, performing due diligence on, negotiating and overseeing . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. Description 2.1† Business Combination Agreement, datedFebruary 14, 2023 , by and amongMarblegate Asset Management, LLC ,Marblegate Acquisition Corp. ,Marblegate Capital Corporation ,MAC Merger Sub, Inc. ,DePalma Acquisition I LLC andDePalma Acquisition II LLC . 10.1 Form of Sponsor Support Agreement, by and amongMarblegate Acquisition Corp. ,Marblegate Capital Corporation ,DePalma Acquisition I LLC ,DePalma Acquisition II LLC , and certain stockholders ofMarblegate Acquisition Corporation . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to theSEC upon its request; provided, however, that MAC may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so furnished.
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