SilverBox Engaged Merger Corp I (Nasdaq: SBEA)
(“SilverBox-Engaged” or “SBEA”), a special purpose acquisition
company that is sponsored by SilverBox Capital LLC (“SilverBox
Capital”) and Engaged Capital LLC (“Engaged Capital”), today
announced that the previously announced business combination (the
“Business Combination”) with Authentic Brands LLC, the parent
company of Black Rifle Coffee Company, was approved by a majority
of SBEA stockholders in a special meeting on February 3, 2022.
Approximately 92% of the votes cast at the meeting were in favor of
the Business Combination. As previously announced, the transaction
is anticipated to close on February 9, 2022, subject to
satisfaction of customary closing conditions.
SBEA also announced today that it is extending the deadline for
stockholders to withdraw their redemption requests to 5:00 p.m.,
Eastern time, on February 8, 2022. Any stockholder wishing to
withdraw a redemption request may do so by contacting SBEA’s
transfer agent, Continental Stock Transfer & Trust Company, at
the following email address: mzimkind@continentalstock.com
Additionally, SBEA announced the listing of the Class A common
stock, par value $0.0001 per share (the “PubCo Class A Common
Stock”), and warrants of BRC Inc. (“PubCo”), the post-Business
Combination company, on the New York Stock Exchange (“NYSE”) and
the proposed delisting of the units, Class A common stock, par
value $0.0001 per share (the “Class A Common Stock”), and warrants
of SBEA on the Nasdaq Capital Market (“Nasdaq”) in connection with,
and following the closing of, the Business Combination. The shares
of PubCo Class A Common Stock and warrants of PubCo will trade
under the stock symbol “BRCC” and “BRCC WS,” respectively. SBEA’s
Class A Common Stock and warrants will continue to trade on Nasdaq
until the closing of the Business Combination.
In compliance with Nasdaq’s Listing Rules, SBEA has provided
Nasdaq with notice of its intent to delist its units, Class A
Common Stock and warrants from Nasdaq after market close on
February 9, 2022. The NYSE listing and Nasdaq delisting are subject
to the closing of the Business Combination and fulfillment of all
NYSE listing requirements.
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.
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. Unless required by
law, 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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220203005954/en/
For inquiries regarding Black Rifle Coffee Company, please
contact: 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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