EASTERLY ACQUISITION CORP. (NASDAQ:EACQ) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On June 28, 2017, Easterly Acquisition Corp. (the Company)
entered into an Investment Agreement (the Investment Agreement)
by and among JH Capital Group Holdings, LLC (JH Capital),
Jacobsen Credit Holdings, LLC (Jacobsen Holdings), NJK Holding
LLC (NJK Holding), Kravetz Capital Funding LLC (KCF and,
together with NJK Holding and Jacobsen Holdings, the Founding
Members) and the Company.

The Business Combination

On the terms and subject to the conditions set forth in the
Investment Agreement, at the closing (the Closing) of the
transactions contemplated by the Investment Agreement, which are
referred to herein as the Business Combination, the Company will
contribute cash to JH Capital in exchange for newly issued voting
Class A Units of JH Capital (Class A Units). The Company will
receive a number of Class A Units equal to the number of shares
of common stock, par value $0.0001, of the Company (Common Stock)
outstanding at the Closing, after giving effect to the redemption
of shares of Common Stock to the Companys amended and restated
certificate of incorporation (the Redemption). At the Closing,
the Company will file an amended and restated certificate of
incorporation, which will, among other things, reclassify all of
the outstanding Common Stock as Class A common stock, par value
$0.0001 per share (Class A Common Stock), create a new class of
Class B common stock, par value $0.0001 per share (Class B Common
Stock) and change the name of the Company to JH Capital Group
Holdings, Inc. This description of the Companys proposed amended
and restated certificate of incorporation does not purport to be
complete and is qualified in its entirety by the terms of the
Companys proposed amended and restated certificate of
incorporation, the form of which is attached hereto as Exhibit B
to the Investment Agreement and is incorporated herein by
reference.

Immediately prior to the Closing, JH Capital, the Founding
Members and certain other equity holders (together with the
Founding Members other than NJK Holding, the JH Capital Members)
will effect an internal reorganization (the Reorganization) after
which all of the following companies and their respective direct
and indirect subsidiaries, which constitute all of the businesses
of JH Capital, are expected to be principally owned directly or
indirectly by JH Capital: Credit Control, LLC, Century DS, LLC,
New Credit America, LLC and CreditMax Holdings, LLC (the JH Group
Companies).

to the Investment Agreement, the aggregate consideration to be
paid to JH Capital for the Class A Units will consist of (i) an
amount in cash equal to the amount of the Investment Amount (as
defined in the Investment Agreement), and (ii) (A) 18,700,000
shares of newly-issued Class B Common Stock will be issued to the
JH Capital Members and (B) 18,700,000 non-voting Class B Units of
JH Capital (the Class B Units) will be issued to the JH Capital
Members, provided that such amount of Class B Units is subject to
decrease to the extent that certain of the JH Group Companies are
not directly or indirectly wholly owned by JH Capital after the
Reorganization. In addition, at the Closing, JH Capital will, or
will cause a subsidiary of JH Capital or any JH Capital Group
Company to, make a cash distribution to Jacobsen Holdings and KCF
in an aggregate amount equal to $1,000,000. The Class B Common
Stock will have one vote per share but not be entitled to any
economic interest in the Company. The Class B Units are entitled
to distributions from JH Capital, but are not entitled to any
voting or control rights over JH Capital, other than certain
consent rights with respect to distributions and amendments to
the New LLC Agreement (as defined below). Assuming (i) no
stockholders of the Company elect to have their shares of Common
Stock redeemed and (ii) there are no adjustments to the Class B
Common Stock and Class B Units to the Investment Agreement,
immediately after the Closing, the Company is expected to hold
approximately 54.6% of the outstanding equity in JH Capital and
the JH Capital Members will hold the remaining 45.4%.

Representations and Warranties

Under the Investment Agreement, each of the parties made
customary representations and warranties for transactions of this
nature. The representations and warranties made under the
Investment Agreement will not survive the Closing.

Covenants of the Parties

Under the Investment Agreement, each of the parties made certain
covenants and agreements to the other parties that are customary
for transactions of this nature, including, among others, the
operation of the Companys and JH Capitals respective businesses
between signing of the Investment Agreement and the Closing,
their efforts required to consummate the Closing, access,
confidentiality and continuing indemnification of directors and
officers for pre-closing matters. Subject to certain exceptions
set forth in the Investment Agreement, the Investment Agreement
prohibits the Company, JH Capital and the Founding Members from
soliciting, discussing, negotiating or providing information in
connection with alternative acquisition proposals prior to the
Closing or termination of the Investment Agreement.

The covenants and agreements of the parties in the Investment
Agreement or in any certificate delivered in connection therewith
will not survive the Closing, except for those covenants and
agreements that by their terms apply or are to be performed in
whole or in part after the Closing.

Conditions to Consummation of the Business Combination

The obligations of the parties to consummate the Business
Combination are subject to the fulfillment (or waiver) of
customary closing conditions of the respective parties. In
addition, each parties obligations to consummate the Business
Combination are subject to the fulfillment (or waiver) of other
closing conditions, including: (i) the Reorganization shall have
been consummated, except under circumstances where the failure to
complete the Reorganization has resulted in a reduction in the
number of Class B Units issuable to the JH Capital Members; (ii)
the receipt of the requisite approval from the Companys
stockholders of the Investment Agreement and the transactions
contemplated thereby; (iii) that the applicable waiting period
under the Hart-Scott-Rodino Act and applicable antitrust laws
have expired or early termination has been granted; (iv) the
certificate of incorporation of the Company will be amended and
restated as described in the Investment Agreement; (v) the
parties shall have entered into the ancillary agreements
described below and (vi) there has been no material adverse
effect with respect to the Company or JH Capital since the date
of the Investment Agreement.

Termination

The Investment Agreement may be terminated under certain
customary and limited circumstances at any time prior to the
Closing. In addition, the Investment Agreement may be terminated
under other circumstances at any time prior to the Closing,
including, among others: (i) by either the Company or JH Capital
if the Closing has not occurred by the later of (i) August 4,
2017, and (ii)if the Companys stockholders approve an extension
of the time by which the Company must consummate its initial
business combination, then the earlier of (A) such extended
deadline and (B) December 31, 2017, so long as there is no breach
by such terminating party (or its related parties) that caused
the Closing not to have occurred; or (ii) by either the Company
or JH Capital if the special meeting of the Companys stockholders
shall have occurred and Companys stockholders shall not have
approved the Investment Agreement and the transactions
contemplated thereby and the other proposals necessary to
consummate the Investment and the Closing. The Investment
Agreement may also be terminated by JH Capital under
circumstances involving a breach of the Companys stockholder
meeting and board recommendation covenants.

If the Investment Agreement is terminated, all further
obligations of the parties under the Investment Agreement (except
for certain obligations related to confidentiality, public
announcements and general provisions) will terminate, and no
party to the Investment Agreement will have any further liability
to any other party thereto except for liability for fraud or for
willful breach of the Investment Agreement.

A copy of the Investment Agreement and its exhibits is filed with
this Current Report on Form 8-K as Exhibit 2.1 and is
incorporated herein by reference, and the foregoing description
of the Investment Agreement and its exhibits does not purport to
be complete and is qualified in its entirety by reference
thereto. The Investment Agreement contains representations,
warranties and covenants that the respective parties made to each
other as of the date of such agreement or other specific dates.
The assertions embodied in those representations, warranties and
covenants were made for purposes of the contract among the
respective parties and are subject to important qualifications
and limitations agreed to by the parties in connection with
negotiating such agreement. The representations, warranties and
covenants in the Investment Agreement are also modified in
important part by the underlying disclosure schedules which are
not filed publicly and which are subject to a contractual
standard of materiality different from that generally applicable
to stockholders and were used for the purpose of allocating risk
among the parties rather than establishing matters as facts.
Stockholders are not third-party beneficiaries under the
Investment Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of
the parties thereto or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter
of representations and warranties may change after the date of
the Investment Agreement, which subsequent information may or may
not be fully reflected in the Companys public disclosures.

Amended and Restated LLC Agreement

On the date of the Closing (the Closing Date) and as a condition
precedent for the Closing, JH Capitals second amended and
restated limited liability company agreement will be amended and
restated. The third amended and restated limited liability
company agreement of JH Capital (the New LLC Agreement) will
provide, among other things, that the Company is the sole
managing member of JH Capital and that JH Capital will adopt a
distribution policy under which it shall use reasonable best
efforts to distribute, on an annual basis, an aggregate amount
equal to $10,000,000, subject to applicable laws or regulatory
requirements applicable to, or any debt of, JH Capital and its
subsidiaries. In addition, JH Capital may make distributions in
excess of $10,000,000, as reasonably determined by the Company
after reasonably considering the reasonably anticipated needs of
JH Capitals and its subsidiaries businesses. The first
$10,000,000 distributed by JH Capital on an annual basis will be
distributed pro rata to the Company and the Founding Members in
proportion to the number of outstanding Class A Units and Class B
Units. Amounts in excess of $10,000,000 distributed on an annual
basis will be distributed pro rata to the Company and the JH
Capital Members (including the Founding Members) in proportion to
their holdings of Class A Units and Class B Units. This
description of the New LLC Agreement does not purport to be
complete and is qualified in its entirety by the terms and
conditions of the New LLC Agreement, the form of which is
attached hereto as Exhibit A to the Investment Agreement and is
incorporated herein by reference.

Exchange Agreement

On the Closing Date and as a condition precedent for the Closing,
the Company, JH Capital, and the JH Capital Members will enter
into an exchange agreement (the Exchange Agreement). to the
Exchange Agreement, a JH Capital Member will be able to exchange
each Class B Unit that it holds for a number of shares of Class A
Common Stock equal to the exchange rate (which initially will be
one-to-one) or, at the option of JH Capital, a cash payment equal
to the value of a share of Class A Common as determined in the
Exchange Agreement. Upon any exchange of a Class B Unit for a
share of Class A Common Stock, a corresponding share of Class B
Common Stock will automatically be redeemed. This description of
the Exchange Agreement does not purport to be complete and is
qualified in its entirety by the terms and conditions of the
Exchange Agreement, the form of which is attached hereto as
Exhibit C to the Investment Agreement and is incorporated herein
by reference.

Tax Receivable Agreement

On the Closing Date and as a condition precedent for the Closing,
the Company and JH Capital will enter into a tax receivable
agreement (the Tax Receivable Agreement) with the JH Capital
Members (and any other holder of Class B Units that becomes a
party to the Exchange Agreement) that generally provides for the
Company to pay to the holders of Class B Units that exchange such
Class B Units for Class A Common Stock or cash, 85% of the amount
of net savings, if any, in U.S. federal, state and local income
tax that the Company actually realizes (or is deemed to realize
in certain circumstances) as a result of the increases in tax
basis and certain other tax benefits related to the exchange of
Class B Units for Class A Common Stock or cash. The Company would
retain the remaining 15% of the tax savings realized (or deemed
realized).

For purposes of the Tax Receivable Agreement, income tax savings
will be computed by comparing the Companys actual income tax
liability to the amount of such taxes that the Company would have
been required to pay had there been no increase in its share of
the tax basis of the tangible and intangible assets of JH
Capital, in each case using certain assumptions including an
assumed state and local tax rate. The term of the Tax Receivable
Agreement will commence at the Closing and will continue until
all such tax benefits have been utilized or expired, unless the
Company exercises its right to terminate the Tax Receivable
Agreement for an amount based on an agreed-upon value of payments
remaining to be made under the Tax Receivable Agreement. This
description of the Tax Receivable Agreement does not purport to
be complete and is qualified in its entirety by the terms and
conditions of the Tax Receivable Agreement, the form of which is
attached hereto as Exhibit D to the Investment Agreement and is
incorporated herein by reference.

Registration Rights Agreement

On the Closing Date and as a condition precedent for the Closing,
the Company and the JH Capital Members will enter into a
registration rights agreement (the Registration Rights
Agreement), to which the Company will grant certain, customary
registration rights to the JH Capital Members and the other Class
B Members (the Registration Rights Holders) with respect to,
among other things, the shares of Class A Common Stock to be
issued upon exchange of the Class B Units to the Exchange
Agreement.

The registration rights granted to the Registration Rights
Holders will include demand rights and piggyback rights, subject
to certain underwriter cutbacks and issuer blackout periods. The
Company will agree to pay certain fees and expenses relating to
registrations under the Registration Rights Agreement. This
description of the Registration Rights Agreement does not purport
to be complete and is qualified in its entirety by the terms and
conditions of the Registration Rights Agreement, the form of
which is attached hereto as Exhibit E to the Investment Agreement
and is incorporated herein by reference.

Sponsor Letter

On June 28, 2017, the Company entered into a letter agreement
(the Sponsor Letter) by and among the Company, Easterly
Acquisition Sponsor, LLC (the Sponsor), JH Capital and the
Founding Members, to which, at the Closing, (i) the Founding
Members will have the option to purchase at a price of $0.005 per
share up to 500,000 shares of Class A Common Stock owned by the
Sponsor, and (ii) the Sponsor will surrender to the Company
2,500,000 shares of Class A Common Stock issued to it prior to
the Companys initial public offering in exchange for a warrant to
purchase 2,500,000 shares of Class A Common Stock (the Warrant),
the form of which is attached as an exhibit to the Sponsor
Letter. The Warrant will be exercisable at a price of $0.01 per
share, have a term of 5 years and may only be exercisable as
follows: 1,000,000 shares will be exercisable if the volume
weighted average closing price of a share of the Class A Common
Stock for 10 trading days is higher than $12.00, an additional
1,000,000 shares will be exercisable if (A) the Company has
raised gross proceeds of at least $200,000,000 from the sale of
its equity securities, including the gross proceeds released to
the Company from the Companys trust account on or about the
Closing Date, and (B) the volume weighted average closing price
of a share of the Class A Common Stock for 10 trading days is
higher than $13.00 and the final 500,000 shares will be
exercisable if (A) the Company has raised gross proceeds of at
least $200,000,000 from the sale of its equity securities,
including the gross proceeds released to the Company from the
Companys trust account on or about the Closing Date, and (B) the
volume weighted average closing price of a share of the Class A
Common Stock for 10 trading days is higher than $14.00. This
description of the Sponsor Letter and the Warrant does not
purport to be complete and is qualified in its entirety by the
terms and conditions of the Sponsor Letter and the Warrant, the
forms of which are attached hereto as Exhibit G to the Investment
Agreement and are incorporated herein by reference.

The information set forth in Item 1.01 above is incorporated into
this Item 3.02 by reference herein. The shares of Class A Common
Stock and Class B Common Stock to be issued in connection with
the Investment Agreement, the Warrant and the transactions
contemplated thereby, including the Business Combination, will
not be registered under the Securities Act of 1933, as amended
(the Securities Act), in reliance on the exemption from
registration provided by Section4(a)(2) of the Securities Act
and/or Regulation D promulgated thereunder.

On June 30, 2017, the Company and JH Capital issued a joint press
release announcing the execution of the Investment Agreement. A
copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated into this Item 8.01 by reference herein.

Attached as Exhibit 99.2 to this Current Report on Form 8-K and
incorporated into this Item 8.01 by reference herein is the
investor presentation dated June 2017 that will be used by the
Company in making presentations to certain existing and potential
stockholders of the Company with respect to the Business
Combination.

Additional Information About the Transaction and
Where to Find It

This Current Report on Form 8-K relates to a proposed Business
Combination and may be deemed to be solicitation material in
respect of the proposed Business Combination. The proposed
Business Combination will be submitted to the stockholders of the
Company for their approval. In connection with the stockholder
vote on the proposed Business Combination, the Company intends to
file with the U.S. Securities and Exchange Commission (SEC) a
proxy statement on Schedule 14A. This communication is not a
substitute for the proxy statement that the Company will file
with the SEC or any other documents that the Company may file
with the SEC or send to its stockholders in connection with the
proposed Business Combination. The proxy statement will contain
important information about the Company, JH Capital, the Founding
Members, the proposed Business Combination and related matters.
Investors and security holders are urged to read the proxy
statement carefully when it is available.

A copy of the definitive proxy statement when available will be
sent to all stockholders of the Company as of the record date to
be established for seeking the required stockholder approval.
Investors and stockholders will be able to obtain free copies of
the proxy statement and other documents filed with the SEC by the
Company through the web site maintained by the SEC at
www.sec.gov. In addition, investors and stockholders will be able
to obtain free copies of the proxy statement, once it is filed,
from the Company by accessing the Companys website at
www.easterlyacquisition.com. Information contained on any website
referenced in this Current Report on Form 8-K is not incorporated
by reference in this Current Report on Form 8-K.

Participants in Solicitation

The Company, JH Capital and the Founding Members, and their
respective directors and executive officers, may be deemed
participants in the solicitation of proxies of the Companys
stockholders in respect of the proposed Business Combination.
Information about the directors and executive officers of the
Company is set forth in the Companys Form 10-K for the year ended
December 31, 2016. Information about the directors and officers
of JH Capital and the Founding Members, and more detailed
information regarding the identity of all potential participants,
and their direct and indirect interests, by security holdings or
otherwise, will be set forth in the Companys proxy statement.
Investors may obtain additional information about the interests
of such participants by reading such proxy statement when it
becomes available.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, known as the PSLRA.
Forward-looking statements may relate to the proposed Business
Combination, the Company, JH Capital and the Founding Members and
any other statements relating to future results, strategy and
plans of the Company, JH Capital and the Founding Members
(including certain projections and business trends, and
statements which may be identified by the use of the words plans,
expects or does not expect, estimated, is expected, budget,
scheduled, estimates, forecasts, intends, anticipates or does not
anticipate, or believes, or variations of such words and phrases
or state that certain actions, events or results may, could,
would, might, will or will be taken, occur or be achieved).
Forward-looking statements are based on the opinions and
estimates of management of the Company, JH Capital or the
Founding Members, as the case may be, as of the date such
statements are made, and they are subject to known and unknown
risks, uncertainties, assumptions and other factors that may
cause the actual results, level of activity, performance or
achievements to be materially different from those expressed or
implied by such forward-looking statements. For JH Capital, these
risks and uncertainties include, but are not limited to, its
revenues and operating performance, general economic conditions,
industry trends, legislation or regulatory requirements affecting
the business in which it is engaged, management of growth, its
business strategy and plans, fluctuations in debt purchasing,
investigations or enforcement actions by governmental
authorities; individual and class action lawsuits, the result of
future financing efforts and its dependence on key personnel. For
the Company, factors include, but are not limited to, the
successful combination of the Company with JH Capitals business,
amount of redemptions, the ability to retain key personnel and
the ability to achieve stockholder and regulatory approvals and
to successfully close the proposed Business Combination.
Additional information on these and other factors that may cause
actual results and the Companys performance to differ materially
is included in the Companys periodic reports filed with the SEC,
including but not limited to the Companys Form 10-K for the year
ended December 31, 2016 and subsequent Forms 10-Q. Copies may be
obtained by contacting the Company or the SEC. Readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. These
forward-looking statements are made only as of the date hereof,
and the Company undertakes no obligations to update or revise the
forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.

No Offer or Solicitation

The information in this Current Report on Form 8-K is for
informational purposes only and is neither an offer to sell or
purchase, nor the solicitation of an offer to buy or sell any
securities, nor is it a solicitation of any vote, consent, or
approval in any jurisdiction to or in connection with the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act and otherwise in accordance with
applicable law.

The schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). The Registrant agrees to
furnish supplementally a copy of all omitted schedules to the
Securities and Exchange Commission upon its request.

Easterly Acquisition Corp. Exhibit
EX-2.1 2 v470027_ex2-1.htm EXHIBIT 2.1   Exhibit 2.1   INVESTMENT AGREEMENT   by and among   JH CAPITAL GROUP HOLDINGS,…
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About EASTERLY ACQUISITION CORP. (NASDAQ:EACQ)

Easterly Acquisition Corp. is a blank check company. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a target business will not be limited to a particular industry or geographic region, although it seeks to focus on companies operating in the financial services industry. The Company reviews various opportunities to enter into an initial business combination with an operating business. It focuses on capitalizing on the financial services industry to identify, acquire and operate a business within the financial services industry. It may seek to complete its initial business combination with a company or business that may be financially unstable or in its early stages of development or growth. It is not engaged in any operations. It has generated no revenues.