The SilverBox-Engaged Board of Directors
Recommends Stockholders Vote “FOR” All
Proposals in Advance of the Special Meeting on February 3,
2022
The Proposed Combination is Expected to
Accelerate Growth, Deepen Customer Engagement and Drive Greater
Impact for All Black Rifle Coffee Stakeholders
Voting Instructions and Information for
Stockholders of Record can be Found at
www.sbcap.com/how-to-vote
SilverBox Engaged Merger Corp I (Nasdaq: SBEA)
(“SilverBox-Engaged” or “we”), a special purpose acquisition
company that is sponsored by SilverBox Capital LLC (“SilverBox
Capital”) and Engaged Capital LLC (“Engaged Capital”), reminds its
stockholders to vote in favor of the previously announced proposed
business combination (the “Business Combination”) with Authentic
Brands LLC, the parent company of Black Rifle Coffee Company
(“Black Rifle Coffee,” “BRCC” or the “Company”), a rapidly growing
and mission-driven premium coffee company founded to support
Veterans, active-duty military, first responders and serve an
expanding customer base by connecting consumers with great coffee
and a unique brand experience.
Stockholders who owned common stock of SBEA as of the close
of business on January 3, 2022 (the
“Record Date”), may vote their shares to approve the Business
Combination with Authentic Brands LLC ahead of its special meeting
(the “Special Meeting”) on February 3,
2022.
As a reminder, the proposed business combination will place up
to $225 million in cash on BRCC’s balance sheet to accelerate the
implementation of its digital-first, omnichannel strategy and
support continued rapid growth. At $10 per share, the transaction
values Black Rifle Coffee at a pro forma enterprise value of
approximately $1.7 billion – representing approximately four times
projected 2023 revenues. SilverBox-Engaged and Black Rifle Coffee
believe this is an extremely compelling valuation and discount for
a growing lifestyle brand that benchmarks favorably to its growth
peers.
HOW TO VOTE
Every stockholder’s vote is important,
regardless of the number of shares held. Accordingly, all
SBEA stockholders who held shares as of the Record Date who have
not yet voted are encouraged to do so as soon as possible so that
their votes are received by SBEA no later than 11:59 pm Eastern
Time on February 2, 2022. For the avoidance of doubt, SBEA
stockholders who owned shares as of the Record Date and
subsequently sold all or a portion of their shares are STILL
entitled to vote and are encouraged to do so.
The special Meeting will be held virtually at 10:00 am Eastern
Time on February 3, 2022, and will be accessible by visiting:
https://www.cstproxy.com/silverboxengagedi/2022. The
SilverBox-Engaged Board of Directors recommends all stockholders
vote “FOR” ALL PROPOSALS in
advance of the Special Meeting. These are the two easiest and
fastest ways to vote – and they are both free:
Vote Online (Highly Recommended): Follow the instructions
provided on the proxy card that was mailed to you, if you are a
holder of record, or provided by your broker, bank or other nominee
on the Voting Instruction Form mailed (or e-mailed) to you, if you
hold your shares “in street name.” To vote online, you will need
your voting control number, which you can find on your proxy card
or the Voting Instruction Form provided by your broker, bank or
other nominee. Votes submitted electronically over the Internet
must be received by 11:59 pm Eastern Time on February 2, 2022.
However, if you hold your shares through a broker, bank or other
nominee, they may have an earlier deadline to receive your
vote.
Vote at the Meeting: Follow the instructions provided by
your broker, bank or other nominee on the Voting Instruction Form
mailed (or e-mailed) to you. If you plan to attend the online
Special Meeting, you will need your 12-digit voting control number
to vote electronically at the Special Meeting. You can find your
control number and the address for the Special Meeting on your
proxy card or the Voting Instruction Form provided by your broker,
bank or nominee.
Additionally, you can also vote by mail:
Vote by Mail: Follow the instructions provided by your
broker, bank or other nominee on the proxy card that was mailed to
you, if you are a holder of record, or on the Voting Instruction
Form mailed or e-mailed to you. You will need your voting control
number which is included on the Voting Instruction Form mailed or
e-mailed to you in order to vote by mail. Please be sure to, (1)
mark, sign and date your Voting Instruction Form, (2) fold and
return your Voting Instruction Form in the postage-paid envelope
provided with your proxy materials, and (3) mail your Voting
Instruction Form to ensure receipt on or before 10:00 am Eastern
Time on February 3, 2022.
YOUR CONTROL NUMBER IS FOUND ON YOUR VOTING INSTRUCTION
FORM. If you did not receive or misplaced your Voting
Instruction Form, contact your bank, broker or other nominee to
obtain your control number in order to vote. A bank, broker or
other nominee is a person or firm that acts as an intermediary
between an investor and the stock exchange who can help you vote
your shares.
If any individual SBEA stockholders, who held shares as of the
January 3, 2022 record date for voting, does not receive the Proxy
Statement, such stockholder should (1) confirm their Proxy
Statement’s status with their broker, (2) contact Morrow Sodali
LLC, SBEA’s proxy solicitor, for assistance via e-mail at
SBEA@investor.morrowsodali.com or toll-free call at (800)
662-5200.
The closing of the Business Combination is subject to approval
by SilverBox-Engaged’s stockholders and the satisfaction of other
customary closing conditions. The Business Combination is expected
to close following the Special Meeting.
For more information on SilverBox-Engaged, Black Rifle Coffee
and the Business Combination, stockholders can review the
registration statement on Form S-4 of BRC Inc. (the “Registration
Statement”), which was declared effective by the U.S. Securities
and Exchange Commission and SilverBox-Engaged’s definitive proxy
statement related to the Special Meeting.
Upon closing, the combined company is expected to list on the
New York Stock Exchange with its Class A common stock trading under
the new ticker symbol, “BRCC,” and its warrants trading under the
new ticker symbol, “BRCC WS.”
***
SilverBox-Engaged Encourages All
Stockholders to Vote “FOR” ALL
Proposals Ahead of The Special Meeting of Stockholders on February
3, 2022.
For Information on How to Vote, Visit
www.sbcap.com/how-to-vote.
***
Important Information
Neither the SEC nor any state securities commission has approved
or disapproved of the securities to be issued in connection with
the Business Combination, or determined if the Registration
Statement is accurate or adequate.
About Black Rifle Coffee
Company
Black Rifle Coffee Company (BRCC) is a Veteran-founded coffee
company serving premium coffee to people who love America. Founded
in 2014 by Green Beret Evan Hafer, Black Rifle develops their
explosive roast profiles with the same mission focus they learned
while serving in the military. BRCC is committed to supporting
Veterans, active-duty military, first responders and the American
way of life.
To learn more about BRCC, visit www.blackriflecoffee.com, follow
BRCC on social media, or subscribe to Coffee or Die Magazine's
daily newsletter at https://coffeeordie.com/presscheck-signup.
About SilverBox Engaged Merger Corp I
and SilverBox Capital
SilverBox Engaged Merger Corp I (“SBEA” or “SilverBox-Engaged”)
is a special purpose acquisition company (“SPAC”) formed as a part
of a long-term vision shared by SilverBox Capital LLC and Engaged
Capital LLC to create an institutional platform intended to sponsor
a series of SPACs. SBEA completed its $345 million initial public
offering in March 2021 and its stock currently trades on Nasdaq
under the ticker “SBEA.” The SilverBox-Engaged team, together with
a robust advisory group of well-known seasoned operating executives
from varied industries, provides collective multi-faceted
expertise, investing and operating experience, and a broad network
of relationships to source, evaluate, and execute potential
transactions. Learn more at www.sbcap.com.
About Engaged Capital
Engaged Capital, LLC (“Engaged Capital”) is an investment
advisor with a private equity-like investing style in the U.S.
public equity markets. Engaged Capital seeks to help build
sustainable businesses that create long-term shareholder value by
engaging with and bringing an owner’s perspective to the
managements and boards of undervalued public companies and working
with them to unlock the embedded value within their businesses.
Engaged Capital manages approximately $1.5 billion of institutional
capital with a focus on delivering superior, long-term,
risk-adjusted returns for our limited partners. Engaged Capital was
established in 2012 and is based in Newport Beach, California.
Learn more at www.engagedcapital.com.
No Offer or Solicitation
This press release does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation, sale or exchange would be unlawful prior to
registration or qualification under securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act, or an exemption therefrom.
Contact Information
Forward-Looking
Statements
Certain statements in this press release are forward-looking
statements. Forward-looking statements generally relate to future
events including future financial or operating performance of
Authentic Brands LLC (the “Company”) or SBEA. Forward-looking
statements generally relate to future events or SBEA’s or the
Company’s future financial or operating performance. For example,
projections of future revenue and other metrics are forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,
“potential” or “continue”, or the negatives of these terms or
variations of them or similar terminology. Such forward-looking
statements are subject to risks, uncertainties, and other factors
that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by SBEA and its
management, and the Company and its management, as the case may be,
are inherently uncertain and are inherently subject to risks,
variability and contingencies, many of which are beyond the
Company’s control. Factors that may cause actual results to differ
materially from current expectations include, but are not limited
to: (1) SBEA’s ability to complete the business combination; (2)
the outcome of any legal proceedings that may be instituted against
SBEA, the combined company or others following the announcement of
the business combination and any definitive agreements with respect
thereto; (3) the inability to complete the business combination due
to the failure to obtain approval of the stockholders of SBEA, to
obtain financing to complete the business combination or to satisfy
other conditions to closing; (4) changes to the proposed structure
of the business combination that may be required or appropriate as
a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; (5) the
ability to meet stock exchange listing standards following the
consummation of the business combination; (6) the risk that the
business combination disrupts current plans and operations of the
Company as a result of the announcement and consummation of the
business combination; (7) the ability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain key
relationships and retain its management and key employees; (8)
costs related to the business combination; (9) changes in
applicable laws or regulations; (10) the possibility that the
Company or the combined company may be adversely affected by other
economic, business, and/or competitive factors; (11) the Company’s
estimates of expenses and profitability; (12) the failure to
realize anticipated pro forma results or projections and underlying
assumptions, including with respect to estimated stockholder
redemptions, purchase price and other adjustments; and (13) other
risks and uncertainties set forth in the section entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in SBEA’s final prospectus relating to its initial public offering
dated February 25, 2021, in the registration statement on Form S-4
(the “Form S-4”) relating to the business combination filed with
the Securities and Exchange Commission (the “SEC”), and in
subsequent filings with the SEC, including the final
prospectus/proxy statement relating to the business combination.
There may be additional risks that neither SBEA nor the Company
presently know or that SBEA and the Company currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither SBEA nor the
Company undertakes any duty to update these forward-looking
statements or to inform the recipient of any matters of which any
of them becomes aware of which may affect any matter referred to in
this press release.
Additional Information about the
Proposed Business Combination and Where to Find It
This press release is being made in respect of the proposed
transaction involving SBEA and the Company. In connection with the
proposed business combination, BRC Inc. (“PubCo”) has filed a
Registration Statement on Form S-4 with the SEC. PubCo has filed a
registration statement on Form S-4 (Registration No. 333-260942)
with the SEC, which includes a proxy statement of SBEA and a
prospectus of PubCo, referred to as a proxy statement/prospectus.
The definitive proxy statement was filed with the SEC on January
13, 2022 and was sent to all SBEA stockholders as of January 3,
2022, the record date for voting at the Special Meeting. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SBEA
ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND
ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to obtain free
copies of the Form S-4, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by SBEA through the website maintained by the SEC at
www.sec.gov.
Participants in the
Solicitation
SBEA, PubCo and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from SBEA’s stockholders with respect to the proposed business
combination. A list of the names of those directors and executive
officers and a description of their interests in SBEA is contained
in SBEA’s final prospectus related to its initial public offering
dated February 25, 2021, which was filed with the SEC and is
available free of charge at the SEC’s website at www.sec.gov.
Additional information regarding the interests of such participants
will be contained in the proxy statement/prospectus for the
proposed business combination when available.
The Company and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of SBEA in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination is set forth in the proxy statement/prospectus
for the proposed business combination filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220126005379/en/
Media
For Black Rifle Coffee Company, please contact TrailRunner
International: Pat Shortridge, (651) 491-6764;
pats@trailrunnerint.com
For SilverBox Engaged Merger Corp I, SilverBox Capital LLC and
Engaged Capital LLC please contact Longacre Square Partners; Greg
Marose / Charlotte Kiaie, (646) 386-0091;
gmarose@longacresquare.com / ckiaie@longacresquare.com
Investors
For investor inquiries regarding Black Rifle Coffee Company
please contact: ICR for BRCC: BlackrifleIR@icrinc.com
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