Combination Expected to Deliver $150 Million
of Cash Proceeds to Accelerate the Growth of Black Rifle Coffee
Company, Deepen Customer Engagement and Drive Greater
Impact
BRC Inc. Class A Common Stock To List on
NYSE Under Symbol “BRCC” on Thursday, February 10, 2022
SilverBox Engaged Merger Corp I (Nasdaq: SBEA)
(“SilverBox-Engaged” or “we”), a special purpose acquisition
company sponsored by SilverBox Capital LLC (“SilverBox Capital”)
and Engaged Capital LLC (“Engaged Capital”), today announced the
closing of its business combination with Authentic Brands LLC, the
parent company of Black Rifle Coffee Company (“Black Rifle Coffee”
or “BRCC”), 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.
As of the closing of the transaction, which was approved by SBEA
stockholders on February 3, 2022, the new combined company is named
“BRC Inc.” (the “Company”). On February 10, 2022, the Company’s
Class A Common Stock and warrants are expected to begin trading
under the new ticker symbols, “BRCC” and “BRCC WS,” respectively,
on the New York Stock Exchange (“NYSE”).
To celebrate the listing, BRCC’s Founder Evan Hafer, Co-Chief
Executive Officer Tom Davin, as well as multiple U.S. military
veterans, including Purple Heart recipients, will ring the opening
bell at the NYSE at market open tomorrow, Thursday, February 10,
2022.
Evan Hafer, Chief Executive Officer and Founder of BRCC,
commented:
“Black Rifle Coffee began with a simple premise: provide a
high-quality product while giving back to the veteran, military and
first responder communities. Our entry into the public market is a
significant milestone on our path to further growing the business
and continuing to serve premium coffee and media to those who love
America. This is an incredibly exciting moment for BRCC’s
leadership team, employees, partners and, of course, our customers.
BRCC is well positioned to continue investing in our
mission-driven, omnichannel strategy and accelerate progress toward
our goal of hiring 10,000 veterans as we expand our coffee shop
footprint across the United States.”
The business combination is expected to provide BRCC with
approximately $150 million in cash to support the implementation of
its digital-first, omnichannel strategy and continued rapid
growth.
Joe Reece, Executive Chairman of SBEA, commented:
“The entire SilverBox-Engaged team is proud to be part of the
Black Rifle Coffee mission and growth story. We are pleased that
our investors overwhelmingly supported the merger with this
fast-growing, premium coffee company and lifestyle brand with
significant upside potential. We carefully selected BRCC after
identifying and evaluating roughly 200 quality merger candidates
because of its strong foundation for sustainable growth, its loyal
customer base and its management team’s relentless focus on
execution. We look forward to continuing our partnership as
long-term owners and supporters of the Company’s mission.”
Together BRCC and SilverBox-Engaged are donating more than
530,000 shares to the BRCC Fund – the Company’s Foundation that
supports its mission of bettering the lives of veterans,
active-duty military and first responders.
Advisors
William Blair served as Lead Financial Advisor, and BDT &
Company, LLC served as Financial Advisor to Black Rifle Coffee.
Citigroup and Deutsche Bank Securities Inc. served as Lead
Capital Markets Advisors, and Guggenheim Securities, LLC, Raymond
James & Associates, Inc., Truist Securities, Inc., D.A.
Davidson & Co. and Telsey Advisory Group served as Capital
Markets Advisors to SilverBox-Engaged.
Kirkland & Ellis LLP served as legal counsel to Black Rifle
Coffee. Paul Hastings served as legal counsel to
SilverBox-Engaged.
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 the
Company. 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 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) the outcome of any legal
proceedings that may be instituted against SBEA, the Company or
others following the announcement of the business combination and
any definitive agreements with respect thereto; (2) the ability to
meet stock exchange listing standards following the consummation of
the business combination or maintain those standards after the
initial listing; (3) the risk that the business combination
disrupts current plans and operations of the Company as a result of
the consummation of the business combination; (4) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the Company to grow and manage growth profitably,
maintain key relationships and retain its management and key
employees; (5) costs related to the business combination; (6)
changes in applicable laws or regulations; (7) the possibility that
the Company may be adversely affected by other economic, business,
and/or competitive factors; (8) the Company’s estimates of expenses
and profitability; (9) 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 (10) other risks and uncertainties set forth
in the sections entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in BRC Inc.’s final
prospectus relating to the business combination dated January 13,
2022 filed with the Securities and Exchange Commission (the “SEC”),
and in subsequent filings with the SEC. There may be additional
risks that the Company presently does not know or that the Company
currently believes 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220208006295/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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