Annual report pursuant to Section 13 and 15(d)

Other Non-current Liabilities

v3.22.4
Other Non-current Liabilities
12 Months Ended
Dec. 31, 2022
Other Liabilities, Noncurrent [Abstract]  
Other Non-current Liabilities

11. Other Non-current Liabilities

The components of other non-current liabilities were as follows:

 

 

 

As of December 31,

 

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Environmental liabilities

 

$

8,639

 

 

$

9,394

 

Deferred vendor income

 

 

26,715

 

 

 

23,872

 

Liabilities resulting from Additional and Contingent Consideration

 

 

7,256

 

 

 

11,855

 

Ares Put Option

 

 

 

 

 

8,904

 

Public Warrants

 

 

25,894

 

 

 

23,600

 

Private Warrants

 

 

4,515

 

 

 

7,240

 

Deferred Shares

 

 

1,436

 

 

 

1,563

 

Financial liabilities

 

 

96,864

 

 

 

43,647

 

Other non-current liabilities

 

 

7,626

 

 

 

6,778

 

Total other non-current liabilities

 

$

178,945

 

 

$

136,853

 

 

Public and Private Warrants

As of the Merger Closing Date, there were 17.3 million warrants to purchase Haymaker common stock outstanding for an exercise price of $11.50 per share, consisting of 13.3 million public warrants (the “Public Warrants”) and four million private warrants (the “Private Warrants”). Pursuant to the warrant agreement as amended on the Merger Closing Date, each whole warrant to purchase one share of Haymaker common stock became a warrant to purchase one share of the Company’s common stock. The warrants will expire five years after the completion of the Merger Transaction, or earlier upon redemption or liquidation.

The Company may redeem not less than all of the outstanding Public Warrants:

in whole and not in part;
at a price of $0.01 per warrant;
upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalization and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption as described above, the Company’s management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.”

The Private Warrants will not be redeemable by the Company so long as they are held by certain of the Haymaker Founders (as defined in Note 17 below) or their permitted transferees. Otherwise, the Private Warrants have terms and provisions that are substantially identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Warrants are held by holders other than certain of the Haymaker Founders or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.