Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 1 to the Business Combination Agreement
As previously disclosed, on September 21, 2022, Avalon Acquisition, Inc., a
Delaware corporation ("Avalon"), The Beneficient Company Group, L.P., a Delaware
limited partnership ("BCG" and, as converted into a Nevada corporation upon
consummation of the transactions, "Beneficient"), Beneficient Merger Sub I,
Inc., a Delaware corporation and direct, wholly-owned subsidiary of BCG ("Merger
Sub I"), and Beneficient Merger Sub II, LLC, a Delaware limited liability
company and direct, wholly-owned subsidiary of BCG ("Merger Sub II" and together
with Merger Sub I, the "Merger Subs"), entered into a Business Combination
Agreement (as it may be amended, supplemented or otherwise modified from time to
time, the "Business Combination Agreement"). All capitalized terms used but not
defined herein shall have the meaning given to them in the Business Combination
Agreement.
On April 18, 2023, Avalon, BCG and Merger Subs entered into Amendment No. 1 to
the Business Combination Agreement (the "Amendment") pursuant to which the
parties amended the Business Combination Agreement to: (i) provide that holders
of Company Class B Common Stock are entitled to 10 votes per share of Company
Class B Common Stock with respect to all matters on which common stockholders of
Beneficient generally are entitled to vote, including the election of directors
to be elected by the holders of Company Class A Common Stock and Company Class B
Common Stock, voting together as a single class, (ii) pursuant to the parties'
exercise of their rights under the Business Combination Agreement to waive
closing conditions, the removal of the parties' mutual condition to closing of
the transactions that GWG Holdings, Inc. effect a consent to the Conversion and
the Amended BCG Organizational Documents and the Amended BCH Organizational
Documents and execute a lock up in favor of BCG in a form reasonably acceptable
to each of Avalon and BCG, (iii) remove Avalon's right to designate two
directors to Beneficient's board of directors upon closing of the Business
Combination and set the number of initial directors of Beneficient at nine and
(iv) revise certain board of directors and board committee composition
provisions. No other amendments were made to the Business Combination Agreement.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment, a
copy of which is filed as Exhibit 2.1 hereto and incorporated herein by
reference.
Important Information About the Proposed Business Combination and Where to Find
It
This Current Report on Form 8-K relates to the transactions contemplated by the
Business Combination Agreement (the "Business Combination"). A full description
of the terms of the Business Combination is provided in a registration statement
on Form S-4 that BCG filed with the Securities and Exchange Commission (the
"SEC") on December 9, 2022, as amended (the "Form S-4"). This Current Report on
Form 8-K is not intended to be, and is not, a substitute for the proxy
statement/prospectus or any other document Avalon or BCG has filed or may file
with the SEC in connection with the proposed transactions. Each of BCG and
Avalon urge its investors, stockholders and other interested persons to read the
Form S-4 and the accompanying proxy statement/prospectus (and any amendments
thereto) as well as other documents filed with the SEC because these documents
may contain important information about BCG, Avalon, and the Business
Combination. After the Form S-4 is declared effective, the definitive proxy
statement/prospectus will be mailed to stockholders of Avalon as of a record
date to be established for voting on the Business Combination. Before making any
voting or investment decision, investors, and stockholders of Avalon are urged
to carefully read the entire proxy statement, and any other relevant documents
filed with the SEC, as well as any amendments or supplements to these documents,
because they will contain important information about the Business Combination.
Avalon stockholders and other interested persons are able to obtain a copy of
the Form S-4, including the proxy statement/prospectus included therein, and
other documents filed with the SEC, without charge, by directing a request to:
Avalon Acquisition Inc., Two Embarcadero, Floor 8, San Francisco, CA, 94111,
(415) 423-0010 or on the SEC's website at www.sec.gov.
Participants in the Solicitation
BCG and Avalon, and their respective directors and executive officers, may be
deemed participants in the solicitation of proxies of Avalon's stockholders in
respect of the Business Combination. Avalon's stockholders and other interested
persons may obtain more detailed information about the names and interests of
the directors and officers of BCG and Avalon in the Business Combination set
forth in Avalon's or BCG's filings with the SEC, including, the Form S-4 and the
accompanying proxy statement/prospectus (and any amendments thereto) and other
documents filed with the SEC. These documents can be obtained free of charge
from the sources specified above and at the SEC's web site at www.sec.gov.
This Current Report on Form 8-K does not contain all the information that should
be considered concerning the Business Combination and is not intended to form
the basis of any investment decision or any other decision in respect of the
Business Combination. Before making any voting or investment decision, investors
and security holders are urged to read the Form S-4 and accompanying proxy
statement/prospectus (and any amendments thereto) and all other relevant
documents filed or that will be filed with the SEC in connection with the
Business Combination as they become available because they will contain
important information about the Business Combination.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may include, "forward-looking statements" within
the meaning of Section 27A of the Securities Act, and Section 21E of the
Exchange Act. Statements regarding the Business Combination and related matters,
as well as all other statements other than statements of historical fact
included in this Current Report on Form 8-K are forward-looking statements. When
used in this Current Report on Form 8-K, words such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would" and similar
expressions, as they relate to Avalon and its management team, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, Avalon's management. Actual results could differ materially from
those contemplated by the forward-looking statements as a result of certain
factors detailed in Avalon's filings with the SEC. All subsequent
forward-looking statements attributable to Avalon or persons acting on its
behalf are qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are beyond the
control of Avalon, including those set forth in the Risk Factors section of
Avalon's registration statement and prospectus for Avalon's initial public
offering filed with the SEC and the Form S-4 (and any amendments thereto).
Avalon undertakes no obligation to update these statements for revisions or
changes after the date of this release, except as required by law.
No Offer or Solicitation
This Current Report on Form 8-K will not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K will also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor will
there be any sale of securities in any states or jurisdictions in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities will be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
No.
2.1 Amendment No. 1 to the Business Combination Agreement, dated as of
April 18, 2023, by and among Avalon Acquisition, Inc., The Beneficient
Company Group, L.P., Beneficient Merger Sub I, Inc., and Beneficient
Merger Sub II, LLC.
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit).
© Edgar Online, source Glimpses