LAKE CHARLES, La.--(BUSINESS WIRE)--Jan. 25, 2019--
Waitr Holdings Inc. (Nasdaq: WTRH) (“Waitr”) today announced that it has
commenced an exchange offer (the “Offer”) and consent solicitation (the
“Consent Solicitation”) relating to its publicly traded warrants
(“public warrants”) to purchase shares of common stock, par value
$0.0001 per share (“common stock”), of Waitr. The purpose of the Offer
and Consent Solicitation is to simplify Waitr’s capital structure and
reduce the potential dilutive impact of the public warrants, thereby
providing Waitr with more flexibility for financing its operations in
Waitr is offering to all holders of its public warrants the opportunity
to receive 0.18 shares of common stock in exchange for each of the
outstanding public warrants tendered by the holder and exchanged
pursuant to the Offer. Pursuant to the Offer, Waitr is offering up to an
aggregate of 4,500,000 shares of its common stock in exchange for the
The offering period will continue until 11:59 p.m., Eastern Standard
Time, on February 22, 2019, or such later time and date to which Waitr
may extend, as described in the Schedule TO and Prospectus/Offer to
Exchange (the “Expiration Date”). Tendered public warrants may be
withdrawn by holders at any time prior to the Expiration Date. Waitr’s
obligation to complete the Offer is not conditioned on the tender of a
minimum amount of public warrants.
Concurrently with the Offer, Waitr is also soliciting consents from
holders of the public warrants to amend (the “Warrant Amendment”) the
warrant agreement that governs all of the public warrants to permit
Waitr to require that each public warrant outstanding upon the closing
of the Offer be converted into 0.162 shares of common stock, which is a
ratio 10% less than the exchange ratio applicable to the Offer. The
Consent Solicitation is conditioned upon receiving the consent of
holders of at least 65% of the outstanding public warrants (which is the
minimum number required to amend the warrant agreement).
The Offer and Consent Solicitation are being made pursuant to a
Prospectus/Offer to Exchange dated January 25, 2019, and Schedule TO,
dated January 25, 2019, each of which have been filed with the U.S.
Securities and Exchange Commission (“SEC”) and more fully set forth the
terms and conditions of the Offer and Consent Solicitation.
Waitr’s common stock is listed on The Nasdaq Global Select Market under
the symbol “WTRH,” and Waitr’s public warrants are quoted on the OTC
Pink marketplace maintained by OTC Market Groups, Inc. under the symbol
“WTRHW.” As of January 25, 2019, 25,000,000 public warrants were
Waitr has engaged Jefferies LLC as the Dealer Manager for the Offer and
Consent Solicitation. Any questions or requests for assistance
concerning the Offer and Consent Solicitation may be directed to
Jefferies LLC at 1-877-547-6340 (toll-free). Morrow Sodali LLC has been
appointed as the Information Agent for the Offer and Consent
Solicitation, and Continental Stock Transfer & Trust Company has been
appointed as the Exchange Agent.
Important Additional Information Has Been Filed with the SEC
Copies of the Schedule TO and Prospectus/Offer to Exchange will be
available free of charge at the website of the SEC at www.sec.gov.
Requests for documents may also be directed to Jefferies LLC at
1-877-547-6340 (toll-free). A registration statement on Form S-4
relating to the securities to be issued in the Offer has been filed with
the SEC but has not yet become effective. Such securities may not be
sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective.
This announcement is for informational purposes only and shall not
constitute an offer to purchase or a solicitation of an offer to sell
the public warrants or an offer to sell or a solicitation of an offer to
buy any shares of common stock in any state in which such offer,
solicitation or sale would be unlawful before registration or
qualification under the laws of any such state. The Offer and Consent
Solicitation are being made only through the Schedule TO and
Prospectus/Offer to Exchange, and the complete terms and conditions of
the Offer and Consent Solicitation are set forth in the Schedule TO and
Prospectus/Offer to Exchange.
Holders of the public warrants are urged to read the Schedule TO and
Prospectus/Offer to Exchange carefully before making any decision with
respect to the Offer and Consent Solicitation because they contain
important information, including the various terms of, and conditions
to, the Offer and Consent Solicitation.
None of Waitr, any of its management or its board of directors, or the
Information Agent, the Exchange Agent or the Dealer Manager makes any
recommendation as to whether or not holders of public warrants should
tender public warrants for exchange in the Offer or consent to the
Warrant Amendment in the Consent Solicitation.
About Waitr Holdings Inc.
Founded in 2013 and based in Lake Charles, Louisiana, Waitr is a leader
in on-demand food ordering and delivery. Its platform connects local
restaurants to hungry diners in underserved markets in America’s
heartland. Waitr is the most convenient way to discover, order and
receive great food from the best local restaurants and national chains.
As of September 30, 2018, Waitr had over 7,700 restaurant partners in
over 235 cities in the Southeast U.S.
This press release contains “forward-looking statements,” as defined
by federal securities laws, including statements regarding the expected
timing of the Offer and Consent Solicitation. Forward-looking statements
reflect Waitr’s current expectations and projections about future events
at the time, and thus involve uncertainty and risk. The words “believe,”
“expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,”
“plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and
the negatives of these words and other similar expressions generally
identify forward looking statements. Such forward-looking statements are
subject to various risks and uncertainties, including those described
under the section entitled “Risk Factors” in Waitr’s Registration
Statement on Form S-4, filed January 25, 2019, as such factors may be
updated from time to time in Waitr’s periodic filings with the SEC,
which are accessible on the SEC’s website at www.sec.gov.
Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements
that are included in this release and in Waitr’s filings with the SEC.
While forward-looking statements reflect Waitr’s good faith beliefs,
they are not guarantees of future performance. Waitr disclaims any
obligation to publicly update or revise any forward-looking statement to
reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this
press release, except as required by applicable law. You should not
place undue reliance on any forward-looking statements, which are based
only on information currently available to Waitr (or to third parties
making the forward-looking statements).
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Source: Waitr Holdings Inc.