Exhibit 99.3
LETTER TO BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES
Offer To Exchange
Warrants to Acquire Shares of Common Stock of
WAITR HOLDINGS INC.
for
Shares of Common Stock of Waitr Holdings Inc. and Consent Solicitation
THEOFFERANDCONSENTSOLICITATION(ASDEFINEDBELOW)ANDWITHDRAWALRIGHTSWILLEXPIREAT11:59P.M.,EASTERNSTANDARDTIME,ONFEBRUARY 22,2019,ORSUCHLATERTIMEANDDATETOWHICHWE MAYEXTEND.PUBLIC WARRANTS(AS DEFINED BELOW) TENDEREDPURSUANTTOTHEOFFERANDCONSENTSOLICITATIONMAYBEWITHDRAWNPRIORTOTHEEXPIRATIONDATE(ASDEFINEDBELOW).CONSENTSMAY BEREVOKEDONLYBYWITHDRAWINGTHE TENDER OF THERELATEDWARRANTSANDTHEWITHDRAWALOFANYWARRANTSWILLAUTOMATICALLYCONSTITUTEAREVOCATIONOFTHERELATEDCONSENTS.
January 25, 2019
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Enclosed are the Prospectus/Offer to Exchange dated January 25, 2019 (the “Prospectus/Offer to Exchange”), and the related Letter of Transmittal and Consent (the “Letter of Transmittal and Consent”), which together set forth the offer of Waitr Holdings Inc., Delaware corporation (the “Company”), to each holder of the Company’s publicly traded warrants (the “public warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“common stock”), to receive 0.18 shares of common stock in exchange for each public warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer is made solely upon the terms and conditions in the Prospectus/Offer to Exchange and in the Letter of Transmittal and Consent. The Offer will be open until 11:59 p.m., Eastern Standard Time, on February 22, 2019, or such later time and date to which the Company may extend. The period during which the Offer is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period.” The date and time at which the Offer Period ends is referred to as the “Expiration Date.”
The Offer is being made to all holders of our publicly traded warrants to purchase shares of our common stock, which were originally issued in connection with our initial public offering on June 1, 2016 and entitle such warrant holders to purchaseone-half of one share of common stock for a purchase price of $5.75 perone-half share ($11.50 per whole share), referred to as the “public warrants.” Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “WTRH,” and our public warrants are quoted on the OTC Pink marketplace maintained by OTC Market Groups, Inc. under the symbol “WTRHW.” As of January 25, 2019, 25,000,000 public warrants were outstanding. Pursuant to the Offer, we are offering up to an aggregate of 4,500,000 shares of our common stock in exchange for the public warrants.
Each holder whose public warrants are exchanged pursuant to the Offer will receive 0.18 shares of common stock for each public warrant tendered by such holder and exchanged. Any public warrant holder that participates in the Offer may tender less than all of its public warrants for exchange.
Concurrently with the Offer, we are also soliciting consents (the “Consent Solicitation”) from holders of the public warrants to amend (the “Warrant Amendment”) the Warrant Agreement, dated as of May 25, 2016 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, which governs all of the public warrants. If approved, the Warrant Amendment would permit the Company to require that each public warrant that is outstanding upon the closing of the Offer be converted into 0.162 shares of common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer.
No fractional shares of common stock will be issued pursuant to the Offer. In lieu of issuing fractional shares, any holder of public warrants who would otherwise have been entitled to receive fractional shares pursuant to the Offer will, after
aggregating all such fractional shares of such holder, be paid cash (without interest) in an amount equal to such fractional part of a share multiplied by the last sale price of the common stock on the Nasdaq on the last trading day of the Offer Period. Our obligation to complete the offer is not conditioned on the receipt of a minimum number of tendered public warrants.
Pursuant to the terms of the Warrant Agreement, the consent of holders of at least 65% of the outstanding public warrants is required to approve the Warrant Amendment. Therefore, one of the conditions to the adoption of the Warrant Amendment is the receipt of the consent of holders of at least 65% of the outstanding public warrants. Holders may not consent to the Warrant Amendment without tendering their public warrants in the Offer and holders may not tender their public warrants without consenting to the Warrant Amendment. The consent to the Warrant Amendment is a part of the Letter of Transmittal and Consent relating to the public warrants, and therefore by tendering public warrants for exchange, holders will deliver their consent. Holders may revoke their consent at any time prior to the Expiration Date by withdrawing the public warrants they have tendered.
If at least 35% of the holders of the outstanding public warrants do not provide consent to the Warrant Amendment, public warrants not exchanged for common stock pursuant to the Offer will remain outstanding subject to their current terms, including any such terms permitting the Company to redeem such public warrants prior to their expiration. The Company reserves the right to redeem any of the public warrants, as applicable, pursuant to their current terms at any time, including prior to the completion of the Offer.
THE OFFER AND CONSENT SOLICITATION IS NOT MADE TO THOSE HOLDERS WHO RESIDE IN STATES OR OTHER JURISDICTIONS WHERE AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Enclosed with this letter are copies of the following documents:
| 1. | The Prospectus/Offer to Exchange; |
| 2. | The Letter of Transmittal and Consent, for your use in accepting the Offer, providing your consent to the Warrant Amendment and tendering public warrants for exchange and for the information of your clients for whose accounts you hold public warrants registered in your name or in the name of your nominee. Manually signed copies of the Letter of Transmittal and Consent may be used to tender public warrants and provide consent; |
| 3. | The Notice of Guaranteed Delivery to be used to accept the Offer in the event (i) the procedure for book-entry transfer cannot be completed on a timely basis or (ii) time will not permit all required documents to reach Continental Stock Transfer & Trust Company (the “Exchange Agent”) prior to the Expiration Date; |
| 4. | A form of letter which may be sent by you to your clients for whose accounts you hold public warrants registered in your name or in the name of your nominee, including an Instructions Form provided for obtaining each such client’s instructions with regard to the Offer; and |
| 5. | A return envelope addressed to Continental Stock Transfer & Trust Company. |
Certain conditions to the Offer are described in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation — General Terms — Conditions to the Offer and Consent Solicitation.”
We urge you to contact your clients promptly. Please note that the Offer and withdrawal rights will expire at 11:59 p.m., Eastern Standard Time, on February 22, 2019, or such later time and date to which the Company may extend.
The Company will not pay any fees or commissions to any broker, dealer or other person (other than the Exchange Agent, the information agent, dealer manager and certain other persons, as described in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Fees and Expenses”) for soliciting tenders of public warrants pursuant to the Offer. However, the Company will, on request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding copies of the enclosed materials to your clients for whose accounts you hold public warrants.
2
Any questions you have regarding the Offer should be directed to, and additional copies of the enclosed materials may be obtained from, the information agent in the Offer:
The Information Agent for the Offer and Consent Solicitation is:
Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800)662-5200
Banks and brokerage, please call: (203)658-9400
Email: WTRH.info@morrowsodali.com
Very truly yours,
Waitr Holdings Inc.
Nothing contained in this letter or in the enclosed documents shall constitute you or any other person the agent of the Company, the Exchange Agent, the dealer manager, the information agent or any affiliate of any of them, or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them in connection with the Offer and Consent Solicitation other than the enclosed documents and the statements contained therein.
3
