Minimum Cash Condition Exceeded with $373
Million of Gross Proceeds
Expected to Deliver $150 Million of Cash
Proceeds to Black Rifle Coffee to Support Growth
Transaction Expected to Close on February 9,
2022
SilverBox Engaged Merger Corp I (Nasdaq: SBEA)
(“SilverBox-Engaged,” “SBEA” or “we”), a special purpose
acquisition company that is sponsored by SilverBox Capital LLC
(“SilverBox Capital”) and Engaged Capital LLC (“Engaged Capital”),
announced today that it expects to close its previously announced
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 and first responders, and serve an
expanding customer base by connecting consumers with great coffee
and a unique brand experience.
The closing of the Business Combination will follow a special
meeting (the “Special Meeting”) of SBEA stockholders to be held at
10:00 am Eastern Time on February 3, 2022. Proxies received to date
indicate stockholders' support for all proposals to be voted on at
the Special Meeting. Additional details regarding the proposals and
the Special Meeting are available in the definitive proxy
statement/prospectus relating to the Special Meeting. Stockholders
can view SBEA's definitive proxy statement/prospectus at the link
here.
The transaction is anticipated to close on February 9, 2022,
subject to stockholder approval of the Business Combination and
related matters at the Special Meeting and the satisfaction of the
other closing conditions, and is expected to provide at least $373
million of gross proceeds, providing capital to accelerate the
implementation of Black Rifle Coffee's digital-first, omnichannel
strategy and support continued rapid growth.
"We are incredibly excited to partner with Black Rifle Coffee
and its management team to help the Company accelerate growth,
deepen its customer engagement and drive greater impact," said Joe
Reece, Executive Chairman of SBEA. "Evan, Tom and the rest of the
team are great partners, and we believe the Company has a
compelling opportunity to continue its growth trajectory."
"The expected proceeds from the transaction will provide us with
the growth capital to continue investing in our omnichannel
strategy, and support our mission, including our long-term goal to
hire 10,000 Veterans," said Evan Hafer, Chief Executive Officer of
BRCC. "We are thrilled to begin the journey as a publicly traded
company on the New York Stock Exchange with our partners at
SBEA."
Following the consummation of the Business Combination, the
Company is expected to trade on the New York Stock Exchange under
the ticker symbol “BRCC.”
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 proxy
statement/prospectus 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.
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 (Registration No. 333-260942)
with the SEC, which includes a proxy statement of SBEA and a
prospectus of PubCo, referred to herein 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 REGISTRATION STATEMENT ON
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 registration statement on 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/20220202005508/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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