Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252693
PROXY STATEMENT OF
LANDCADIA HOLDINGS III, INC.
102,630,000 SHARES OF CLASS A COMMON STOCK OF
LANDCADIA HOLDINGS III, INC. (WHICH WILL BE RENAMED HILLMAN SOLUTIONS CORP.)
On January 24, 2021, the board of directors of Landcadia Holdings III, Inc., a Delaware corporation (“Landcadia,” “we,” “us” or “our”), unanimously approved an agreement and plan of merger, dated January 24, 2021, by and among Landcadia, Helios Sun Merger Sub, Inc., a wholly owned subsidiary of Landcadia (“Merger Sub”), HMAN Group Holdings Inc., a Delaware corporation (“Hillman Holdco”) and CCMP Sellers’ Representative, LLC, a Delaware limited liability company in its capacity as the Stockholder Representative thereunder (in such capacity, the “Stockholder Representative”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by Landcadia’s stockholders and the transactions thereunder are consummated, Merger Sub will merge with and into Hillman Holdco with Hillman Holdco surviving the merger as a wholly owned subsidiary of Landcadia, which will be renamed “Hillman Solutions Corp.” and is referred to herein as “New Hillman” (the “Business Combination”). Hillman Holdco is a holding company that indirectly holds all of the issued and outstanding capital stock of The Hillman Group, Inc., which, together with its direct and indirect subsidiaries (Hillman Holdco, The Hillman Group, Inc. and its direct and indirect subsidiaries, collectively, “Hillman” and each such entity, a “Hillman Group Entity”), is in the business of providing hardware-related products and related merchandising services to retail markets in North America.
In accordance with the terms and subject to the conditions of the Merger Agreement, Landcadia has agreed to pay aggregate consideration in the form of New Hillman common stock calculated as described herein and equal to a value of approximately (i) $911,300,000 plus (ii) $28,280,000, such amount being the value of 2,828,000 shares of Class B common stock of Landcadia, valued at $10.00 per share, that our sponsors, TJF, LLC (“TJF Sponsor”) and Jefferies Financial Group Inc., (“JFG Sponsor” and, together with TJF Sponsor, the “Sponsors”), have agreed to forfeit at the closing of the Business Combination (the “Closing”). Pursuant to the A&R Letter Agreement, the Sponsors will forfeit a total of 3,828,000 shares of Landcadia Class B common stock (the “Sponsor Forfeited Shares”), with 2,828,000 shares being forfeited by the Sponsors on a basis pro rata with their ownership of Landcadia and 1,000,000 additional shares being forfeited by the TJF Sponsor.
The maximum number of shares of New Hillman common stock expected to be issued is 102,630,000, which amount includes up to 93,958,000 shares of New Hillman common stock that may be issued assuming that all outstanding Hillman Options are exercised prior to Closing. Holders of shares of Hillman Holdco capital stock are expected to hold, in the aggregate, between approximately 48.7% and 52.5% of the issued and outstanding shares of New Hillman common stock immediately following the Closing of the Business Combination.
Landcadia’s units, Class A common stock and public warrants are publicly traded on The Nasdaq Capital Market (“Nasdaq”) under the symbols “LCYAU”, “LCY” and “LCYAW”, respectively. Landcadia intends to apply to list the New Hillman common stock and public warrants on Nasdaq under the symbols “HLMN” and “HLMNW”, respectively, upon the Closing. In connection with the Closing, each of Landcadia's oustanding units will separate into the underlying shares of Landcadia Class A common stock and public warrants and so New Hillman will not have units traded following Closing of the Business Combination.
Landcadia will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination, which will be held at 10:00 a.m., New York City time, on Tuesday, July 13, 2021 in virtual format at https://www.cstproxy.com/landcadiaholdingsiii/sm2021. Landcadia cannot complete the Business Combination unless Landcadia’s stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby. Landcadia is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.
You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 50 for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.
If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing LCY.email@example.com. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/landcadiaholdingsiii/sm2021.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/ prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated, June 24, 2021, and is first being mailed to stockholders of Landcadia on or about, June 24, 2021.