Barington/Hilco Acquisition Corp. – OREVA CAPITAL CORP. 10990 Wilshire Boulevard Penthouse Los Angeles, CA 90024 (2018-02-20)contractEDGAR Exhibit 3.1 OREVA CAPITAL CORP. 10990 Wilshire Boulevard Penthouse Los Angeles, CA 90024 February 14, 2018 Mr.,We understand that the Company is the owner of 100% of the shares of capital stock of Papa Gino’s, Inc., a Delaware corporation (“the Company”).,In such connection, Oreva Capital Corp. or its associates shall provide guarantees or other evidence of availability of financing to make the Cash Payment and pay all expenses of the Buyer and its affiliates in connection with the Transaction that shall be reasonably satisfactory to the Seller and the Lenders.,To induce the Buyer to enter into this LOI, Papa Gino’s hereby unconditionally guarantees to the Buyer the prompt payment and performance (and not just collectability) in full of all of the Seller Obligations as and when the same are due and payable or to be performed.Seller Obligations (b) Oreva Capital Corp. (“ ”) is executing this LOI in order to guarantee the payment and performance by Holdings and BHAC of all of their respective obligations to the Seller in respect of the Binding Matters (the “Oreva”).,Very truly yours, OREVA CAPITAL CORP.
Barington/Hilco Acquisition enters letter of intent with Papa Gino's parent In a regulatory filing earlier, Barington/Hilco Acquisition Corp. disclosed that on February 14 the company and its partners entered into a letter of intent with Specialty Brands Holdings. Under the terms of the LOI, SBH has agreed in principle to sell 100% of the capital stock of PGHC Holdings, Inc., a Delaware corporation that is a holding company that owns 100% of the capital stock of Papa Gino's Holding Corp., which together with its direct and indirect subsidiaries, including Papa Gino's, Inc., owns, operates and franchises 148 company owned pizzeria restaurants and one venue licensee, under the trade name Papa Gino's and 93 company owned sandwich restaurants, 31 franchised locations and three venue licensees under the trade name, D'Angelo's; in each case, throughout New England. The contemplated acquisition of the Company's capital stock is intended to occur in two separate closings. At the first closing, contemplated to occur on or before April 30, 2018, Holdings shall pay to the Seller the sum of $17.5M in cash, less the sum of $1.0M, representing a contract deposit to be paid by Holdings simultaneous with the execution of the Agreement, and the amount of the company's transaction expenses, including existing contractually required employee sale/retention bonuses and legal and other professional fees and expenses, which will be paid directly by Holdings. The second closing shall occur on a date which shall be not later than 90 days following receipt of the audited consolidated financial statements of the company, Papa Gino's and its direct and indirect subsidiaries for the two fiscal years ended February 2017 and the ten months ending December 31, 2017. At the second closing, BHAC shall acquire from Holdings 100% of the company shares. As an additional payment of the Purchase Price, BHAC shall issue a to the senior secured lenders for the Seller a total of 500,000 shares of the Common Stock of BHAC, having an indicative value of $10.82 per share. In the event that, for any reason, other than the inability to audit the Company Group's financial statements for the year ended February 25, 2018, BHAC shall not issue the BHAC Shares, then and in such event Holdings shall be obligated to pay in cash an additional $5,410,000.
