Filed by BRC Inc.
and SilverBox Engaged Merger Corp I
pursuant to Rule
425 under the Securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company:
SilverBox Engaged Merger Corp I
Commission File
No.: 001-40118
Business Combination
of Black Rifle Coffee Company and SilverBox Engaged Corp I Expected to be Approved by Stockholders
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
SALT LAKE CITY, UTAH & AUSTIN, TEXAS – February 2, 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.
Contact Information
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
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.
SilverBox Engaged Merger... (NASDAQ:SBEA)
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