Alternative Asset Management Enters into Agreement with Victory Park
Jul 30, 2009
Alternative Asset Management Acquisition Corp. (“AAMAC”) with Victory Park Capital Advisors, LLC (“Victory Park”) pursuant to which funds managed by Victory Park or other purchasers acceptable to Victory Park and AAMAC will use their reasonable best efforts to purchase up to an aggregate of approximately 6.0 million shares of AAMAC’s common stock from third parties prior to the Special Meeting of Stockholders to be held on July 31, 2009, at which special meeting AAMAC stockholders will consider and vote upon the proposed transaction (the “Acquisition”) between AAMAC and Great American Group, LLC (“Great American”). Victory Park is not an affiliate of any of AAMAC, its officers and directors and/or their respective affiliates, or Great American, or its officers and directors and/or their respective affiliates. It is anticipated that Victory Park will effect purchases of AAMAC’s common stock through independent, privately negotiated transactions with third parties who are institutions or other sophisticated investors that have voted against or indicated an intention to vote against the Acquisition. Pursuant to the Victory Agreement, AAMAC will pay Victory Park a fee of 1.0% of the value of all AAMAC shares purchased by Victory Park from third parties. All shares purchased as a result of this Victory Agreement will be voted in favor of each of the stockholder proposals to be presented at the Special Meeting of Stockholders, which proposals are set forth in the definitive proxy statement/prospectus, dated July 20, 2009, filed with the Securities and Exchange Commission (the “Definitive Proxy Statement/Prospectus”). In connection with each purchase of AAMAC shares by Victory Park pursuant to the Victory Agreement, Victory Park and AAMAC will enter into a stock purchase agreement (each, a “Victory Purchase Agreement”), pursuant to which AAMAC will agree to purchase the AAMAC shares from Victory Park at a price equal to the aggregate purchase price paid by Victory Park for the AAMAC shares plus the 1.0% fee described above. No funds other than those payable to Victory Park may be released from the trust account containing the net proceeds of AAMAC’s initial public offering following the consummation of the Acquisition until AAMAC has paid Victory Park pursuant to the Victory Purchase Agreements in full. Although Victory Park has a reasonable best efforts obligation to purchase AAMAC shares pursuant to the Agreement, there can be no assurance that any such purchases will be made. Such purchases, if made, would increase the likelihood that a majority of AAMAC’s shares of common stock will be voted in favor of the Acquisition.
AAMAC also announced today that it has entered into additional agreements to purchase shares of its common stock sold in its initial public offering (the “Public Shares”) in privately negotiated transactions (the “Stock Purchase Agreements”). As of July 30, 2009, AAMAC has entered into Stock Purchase Agreements to purchase an aggregate of approximately 16.8 million shares for an aggregate purchase price of approximately $165.5 million from stockholders who otherwise intended to vote against the Acquisition. It is expected that additional Stock Purchase Agreements will be entered into prior to the Special Meeting of Stockholders on similar terms for an aggregate purchase price of approximately $200 million. The purchases of the shares pursuant to the Stock Purchase Agreements will take place concurrently with or following the closing of the Acquisition and the purchases will be paid for with funds that will be released from AAMAC’s trust account upon consummation of the Acquisition.
Pursuant to the Stock Purchase Agreements, the holders have agreed to give AAMAC’s management proxies to vote their shares in favor of each of the stockholder proposals set forth in the Definitive Proxy Statement/Prospectus. These proxies will revoke any prior proxies associated with the shares subject to the Stock Purchase Agreements that voted against such proposals.
Additional information regarding AAMAC, its proposed acquisition of Great American and the related transactions is available in the Definitive Proxy Statement/Prospectus and AAMAC’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 28, 2009 (the “Current Report”), copies of which may be obtained without charge, at the SEC’s website at http://www.sec.gov/.