After the Closing Bell: Forum II, Legacy & GSAH


After the Closing Bell: Forum II, Legacy & GSAH

Jan 17, 2020 INTEL by Kristi Marvin

It’s a long holiday weekend…but before you settle in, a few updates have been provided below.


Forum Merger II Corp. (FMCI), filed a preliminary proxy to extend their completion deadline tonight. However, given their trading volume the last few days, which has been much heavier than normal, a deal announcement was expected, more so than an extension proxy. However, the details of the extension are that Forum will be asking for four more months by extending from February 7, 2020 to June 10, 2020.

But surprise, surprise…Forum II will NOT be contributing any funds to trust for non-redeeming shareholders.  We’ve got a pattern here folks.  This is the third extension proxy this week (MUDS, LHC) that has filed without any contribution to protect their cash in trust.  Again, Forum II has not announced a deal yet, so no contribution could really just be a case of needing to reduce trust value for a smaller pending deal announcement. OR….given the recent volume in the share and warrant, maybe there’s a deal already on the table and Forum II thinks its good enough to warrant no contribution, but they just haven’t been able to pull it together in time to announce it yet.  After all, you need to get a preliminary proxy on file in time ahead of an extension vote. This could go either way, 50/50. Either we get an announcement press release next week or the week after, or it’s just a case of needing to reduce trust value.  It’s a bit risky though.  What if shareholders react negatively to the announcement?  Well, in that case, FMCI drops a contribution into the preliminary proxy.  We just don’t know yet.


Legacy Acquisition Corp. (LACQ), filed an 8-K this afternoon, announcing they will be extending another 30 days for $0.03 to trust per shareholder. If you recall, Legacy recently also filed a preliminary combination vote proxy, so presumably their completion vote is in the near future.  However, it will definitely not be happening in January now.

Legacy’s new completion date is February 20th, 2020, so let’s see if they can get a vote date on the calendar before they need to extend again for another 30 days.


GS Acquisition Corp. (GSAH) also filed a proxy today, but theirs was a definitive proxy setting their completion vote date for February 6th, 2020.  Record date is January 16, 2020, while the last day to redeem will be February 4, 2020.

If GSAH manages to wrap up their vote by February 6th, that will be an unbelievably fast amount of time between announcement and closing.  If you recall, GSAH only announced their combination with Vertiv back on December 10th, and that was right before the holidays when things tend to slow down between Christmas and New Years. If they do close on February 6th, GSAH will have managed to close a $5.3 billion transaction in less than two months.  A very nice data point in the “Pro” column for going public via a SPAC.