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AMV > SEC Filings for AMV > Form 8-K on 14-May-2009All Recent SEC Filings

Show all filings for ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.


14-May-2009

Entry into a Material Definitive Agreement, Other


Item 1.01. Entry Into a Material Definitive Agreement.

General

On May 14, 2009, Alternative Asset Management Acquisition Corp., a Delaware corporation ("AAMAC"), Great American Group, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of AAMAC ("Holdco"), and AAMAC Merger Sub, Inc., a newly-formed Delaware corporation and a wholly-owned subsidiary of Holdco ("Merger Sub"), entered into an Agreement and Plan of Reorganization (the "Purchase Agreement") with Great American Group LLC, a California limited liability company ("Great American"), the members of Great American (the "Great American Members") and the representative of Great American Members. Pursuant to the terms of the Purchase Agreement, the Great American Members have agreed to contribute all of the membership interests of Great American to Holdco in exchange for common stock of Holdco and cash (the "Contribution") as further described below under the heading, "Consideration." Concurrently with the Contribution, Merger Sub will merge with and into AAMAC with AAMAC surviving (the "Merger" and, collectively with the Contribution, the "Acquisition"). In connection with the Merger, AAMAC common stock will be exchanged for common stock of Holdco. Subject to the receipt of approval from AAMAC's warrantholders as described below, AAMAC expects to redeem all of its outstanding warrants pursuant to the Warrant Redemption (as defined below) in connection with the Acquisition. Following the Acquisition, AAMAC and Great American will be wholly-owned subsidiaries of Holdco which will be the public company going forward. In connection with the Acquisition, Holdco intends to apply to have its common stock (and warrants and units in the event the Warrant Redemption is not approved) listed on the NYSE Amex. Upon the consummation of the Acquisition, the common stock, warrants and units of AAMAC will cease trading on the NYSE Amex.

AAMAC's board of directors has unanimously approved the Purchase Agreement and recommends that its stockholders vote to approve the Purchase Agreement, and each other proposal to be set forth in the definitive proxy statement/prospectus, at the special meeting of AAMAC's stockholders to be held pursuant to the terms of AAMAC's amended and restated certificate of incorporation.

Great American is a leading provider of asset disposition and valuation and advisory services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers and professional service firms. Great American operates its business in two segments: liquidation and auction solutions and advisory and valuation services. Great American's liquidation and auction divisions assist clients in maximizing return and recovery rates through the disposition of inventory and assets, including retail, wholesale and industrial and real estate liquidations and auctions. Great American's valuation and advisory services division provides its clients with independent appraisals in connection with asset based loans and acquisitions.

Pursuant to the terms of the Purchase Agreement, AAMAC has agreed to seek approval of its warrantholders to amend the terms of the warrant agreement governing the warrants exercisable for shares of its common stock in order to permit the redemption of all of the issued and outstanding warrants at a price of $0.50 per warrant (the "Warrant Redemption") in connection with the Acquisition and to permit the redemption of the warrants held by AAMAC's sponsors in the same manner as the redemption of warrants held by other AAMAC stockholders. If the Acquisition is not consummated and AAMAC does not


consummate an initial business combination by August 1, 2009, AAMAC will be required to liquidate and all the AAMAC warrants will expire worthless.

If approved, the Acquisition is expected to be consummated promptly following the receipt of approval from AAMAC stockholders and the satisfaction or waiver of the other conditions described herein and in the Purchase Agreement.

The Purchase Agreement is described in greater detail below. This description of the Purchase Agreement is qualified in its entirety by reference to the full text of such agreement which is attached hereto as Exhibit 2.1 and incorporated by reference herein. You are urged to read the entire Purchase Agreement and the other exhibits attached hereto.

Consideration

Holdco will acquire all of the outstanding membership interests of Great American through a structured acquisition valued at closing at approximately $305,000,000 in connection with which the Great American Members will receive
(i) $120,000,000 in cash and (ii) 12,272,727 shares of common stock of Holdco (the "Closing Stock Consideration"). In addition, the Great American Members are eligible to receive an additional $25,000,000 cash payment (the "Contingent Cash Consideration") and, together with certain phantom equityholders of Great American (the "Phantom Stockholders" and, together with the Great American Members, the "Contribution Consideration Recipients"), are eligible to receive up to an aggregate of 10,000,000 additional shares of common stock of Holdco (the "Contingent Stock Consideration") upon Holdco's achievement of certain financial targets (the "EBITDA Targets") described below and in the Purchase Agreement.

In the event Holdco achieves any one of (i) $45,000,000 in EBITDA for the 12 months ending December 31, 2009, (ii) $47,500,000 in EBITDA for the 12 months ending March 31, 2010, or (iii) $50,000,000 in EBITDA for the 12 months ending June 30, 2010, the Great American Members are entitled to receive the Contingent Cash Consideration. In the event Holdco achieves any one (or more) of the targets set forth in the foregoing sentence, then Holdco will be obligated to issue to the Contribution Consideration Recipients 2,000,000 shares of the Contingent Stock Consideration in accordance with the vesting schedule described herein and in the Purchase Agreement. In the event Holdco achieves $55,000,000 in EBITDA for the fiscal year ending December 31, 2010, then Holdco will be obligated to issue to the Contribution Consideration Recipients 4,000,000 shares of the Contingent Stock Consideration in accordance with the vesting schedule described herein and in the Purchase Agreement. In the event Holdco achieves $65,000,000 in EBITDA for the fiscal year ending December 31, 2011, then Holdco will be obligated to issue to the Contribution Consideration Recipients the remaining 4,000,000 shares of the Contingent Stock Consideration in accordance with the vesting schedule described herein and in the Purchase Agreement; provided, however, that if Holdco does not achieve the December 31, 2010 EBITDA target but does achieve the December 31, 2011 EBITDA target, then Holdco will be obligated to issue to the Contribution Consideration Recipients 8,000,000 shares of the Contingent Stock Consideration in accordance with the vesting schedule described herein and in the Purchase Agreement.

None of the Closing Stock Consideration or Contingent Stock Consideration will be issued to any Phantom Stockholder at the closing of the Acquisition.


The Great American Members are entitled to receive from Great American, on or before the closing date of the Acquisition, distributions in an amount equal to the unrestricted cash and cash equivalents held by Great American after giving effect to the repayment of certain debt obligations of Great American in an outstanding principal amount of $2,985,000.

2,500,000 shares of the Closing Stock Consideration (the "Escrowed Indemnification Stock") will be subject to an escrow agreement to be entered into by the Contribution Consideration Recipients at closing. The Escrowed Indemnification Stock will be used to satisfy AAMAC's indemnification claims and downward working capital adjustments, if any, each pursuant to the terms of the Purchase Agreement. If the final net working capital of Great American, as calculated pursuant to the terms of the Purchase Agreement, is greater than $12,500,000 at closing, the Great American Members shall be entitled to receive from Holdco in cash, and without interest, the amount by which the final net working capital of Great American exceeds $12,500,000. If the final net working capital of Great American is less than $12,500,000, Holdco will be entitled to receive, solely in the form of shares from the Escrowed Indemnification Stock (which shares for purposes of this calculation are deemed valued at $11.00 per share), an amount equal to such working capital shortfall. The Escrowed Indemnification Stock will be released from escrow in accordance with the Purchase Agreement as further described below under the heading, "Indemnification."

2,200,000 shares of the Escrowed Indemnification Stock owned by the Great American Members will, in addition to being subject to AAMAC's indemnification claims and downward working capital adjustments, if any, be subject to being recalled by Holdco (or otherwise contributed back into escrow as specified in the Purchase Agreement) to the extent that the gross proceeds received by Holdco . . .



Item 8.01. Other Information.

Attached as Exhibit 99.2 to this Current Report is the form of presentation that AAMAC expects to use in connection with presentations to certain of its securityholders, as well as other persons interested in purchasing securities of AAMAC, in connection with the Acquisition. Such material may be deemed soliciting material in connection with the special meetings of AAMAC's stockholders and AAMAC's warrantholders to be held pursuant to the Purchase Agreement and a prospectus in connection with the issuance of common stock of Holdco to stockholders of AAMAC in the Acquisition.


Note Regarding Financial Information and Data of Great American

The financial information and data of Great American contained in certain of the exhibits to this Current Report is derived from Great American's unaudited financial statements and may not conform to Regulation S-X. Accordingly, such information and data may be adjusted and presented differently in the definitive proxy statement/prospectus to be mailed to AAMAC's stockholders and warrantholders.

Note Regarding Non-GAAP Financial Measures

The investor presentation attached as an exhibit hereto contains certain non-GAAP financial measures, as defined under Regulation G of the rules and regulations of the SEC, including EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA (each as defined in the appendix to the investor presentation) are non-GAAP financial measures (i.e., they are not measures of financial performance under generally accepted accounting principles) and should not be considered in isolation or as a substitute for consolidated statements of operations and cash flows data prepared in accordance with GAAP. In addition, EBITDA and Adjusted EBITDA as used by Great American may not be comparable to similarly titled measures of other companies. For definitions of and additional information regarding EBITDA and Adjusted EBITDA, and a reconciliation of such measures to the most comparable financial measures calculated in accordance with GAAP, please refer to the appendix to the investor presentation.

EBITDA and Adjusted EBITDA are commonly used by financial analysts in evaluating performance of companies, including companies in the auction, appraisal and asset valuation industries. Accordingly, Great American believes that these financial measures may be useful to investors in assessing its operating performance. Great American also believes that these measures allow a standardized comparison between companies in the auction, appraisal and asset valuation industries, while minimizing the differences from depreciation policies, financial leverage and tax strategies.

While Great American uses EBITDA and Adjusted EBITDA in managing and analyzing its business and financial condition and believes these measures are useful to its management and investors for the reasons described above, these non-GAAP financial measures have certain shortcomings. Great American's management compensates for the shortcomings of EBITDA and Adjusted EBITDA by utilizing them in conjunction with their comparable GAAP financial measures.




Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number     Description
 2.1*      Agreement and Plan of Reorganization, dated as of May 14, 2009, by and
           among Alternative Asset Management Acquisition Corp., Great American
           Group, Inc., AAMAC Merger Sub, Inc., Great American Group, LLC, Harvey
           M. Yellen, Andrew Gumaer and the representative of the Great American
           Group, LLC members

 2.2       Letter agreement, dated as of May 14, 2009, by and among by and among
           Alternative Asset Management Acquisition Corp., Great American Group,
           Inc., Great American Group, LLC and the stockholders of Alternative
           Asset Management Acquisition Corp. named therein

 2.3       Voting Agreement, dated as of May 14, 2009, by and among Alternative
           Asset Management Acquisition Corp., Great American Group, Inc., Great
           American Group, LLC and the stockholders of Alternative Asset
           Management Acquisition Corp. named therein

99.1       Press release dated May 14, 2009

99.2       Investor presentation

* All schedules for which provision is made in the applicable regulations of the SEC are not required under the related instructions or are not applicable, and, therefore, have been omitted.


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