Holley and Special Purpose Acquisition
Company Empower Ltd. (NYSE: EMPW) to Merge
Transaction financed through $250 million of
cash held in Empower’s trust account, a $50 million Forward
Purchase Agreement from MidOcean Fund V, and a $240 million PIPE,
which includes investments by Wells Capital Management, Inc. and
Wasatch Global Investors
Transaction Values Holley at an Enterprise
Value of Approximately $1.55 Billion
Investor Call Scheduled for Today at 9:00 AM
EST
Holley, the largest and fastest growing platform in the
enthusiast branded performance automotive aftermarket category
(“Holley” or the “Company”), and Empower Ltd. (NYSE: EMPW)
(“Empower”), a publicly-traded special purpose acquisition company,
announced today that they have entered into a definitive merger
agreement that will result in Holley becoming a publicly listed
company on the NYSE under the new ticker symbol “HLLY”.
Empower’s management team is led by Matt Rubel, Chief Executive
Officer and Graham Clempson, President. Holley is controlled by
Sentinel Capital Partners, L.L.C. ("Sentinel"), one of the nation’s
leading midmarket private equity firms, who will remain the
Company’s largest shareholder upon closing. Holley’s President and
Chief Executive Officer, Tom Tomlinson, and the current management
team will continue to lead the combined company, while Mr. Rubel is
expected to serve as Chairman of the Board of Directors.
Founded in 1903, Holley is a leading designer, marketer, and
manufacturer of high performance automotive aftermarket products,
featuring the largest portfolio of iconic brands serving car and
truck enthusiasts. Holley’s brands are woven into the fabric of car
culture in the United States, covering electronic fuel injection
(Holley EFI), electronic tuning (APR, DiabloSport, Edge and
Superchips), electronic ignition (MSD and ACCEL), carburetion
(Holley), exhaust (Flowmaster and Hooker), safety (Simpson and
Stilo) and other product categories. Holley’s omni-channel
go-to-market strategy reaches enthusiasts wherever they choose to
shop, including high-growth direct-to-consumer and e-commerce
channels.
Holley’s net sales are estimated at $583 million for the fiscal
year ended on December 31, 2020, representing year-over-year growth
of more than 25% and fueling solid estimated pro forma EBITDA
margins of over 25% and strong free cash flow.
“Holley was built by automotive enthusiasts for automotive
enthusiasts, a passionate and active market that spends on the
products that they love. Today’s announcement marks the beginning
of the next chapter of Holley’s journey to fuel our customers’
automotive passion,” said Mr. Tomlinson. “We’re excited to team up
with Empower to deliver on our mission to bring innovation and
inspiration to automotive enthusiasts. With our flexible capital
structure, we expect to accelerate growth across existing products
and channels, as well as continue to pursue attractive
opportunities in adjacent categories, both organically through
developing innovative new products and making strategic
acquisitions.”
“We set out on this road to find a growing and forward-thinking
consumer company to help bring public, and we found it in Holley.
Tom and his team have built a true powerhouse of innovation,
designed to serve their enthusiast customers,” said Mr. Rubel. “The
performance automotive aftermarket is vibrant and growing, and
enthusiasts of performance vehicles are amazingly engaged. Holley
has become a leader in its digital and direct-to-consumer efforts,
the fastest growing channels for the company. We’re also very
excited about Holley’s emerging opportunities in connection with
future technologies. Holley has the ability to grow organically and
by making strategic acquisitions to broaden and diversify its
market. We look forward to working with Tom and the Holley team and
Sentinel to help drive Holley’s next phase of growth."
“We are enthusiastic about Holley’s future prospects and believe
the Company will be able to execute its compelling growth plans as
a public company,” said Jim Coady, a partner at Sentinel. “We have
helped Holley to grow organically and through transformational
acquisitions and are immensely proud of what we have achieved in
our partnership with Holley’s hugely talented management team. We
are excited to continue supporting Tom and his team while
leveraging the experience of our new partners at Empower.”
Transaction Overview
The transaction implies an enterprise valuation for Holley of
$1.55 billion, or 9.8x projected 2021 pro forma Adjusted EBITDA of
$159 million. Estimated cash proceeds from the transaction are
expected to consist of Empower’s $250 million of cash in trust,
plus a $50 million Forward Purchase Agreement from MidOcean Fund V.
In addition, investors led by Wells Capital Management, Inc. and
Wasatch Global Investors have committed to invest $240 million in
the form of a PIPE at a price of $10.00 per share of common stock
of Empower immediately prior to the closing of the transaction.
The company expects to use the proceeds from the transaction to
invest in Holley’s growth initiatives, substantially reduce
existing debt, support marketing efforts, and provide additional
working capital. It is anticipated that the combined company will
have approximately $485 million of net debt on its consolidated
balance sheet.
The Empower sponsors and members of its board of directors and
management team have agreed to a lock-up period of up to one year
following the closing, subject to termination as early as
approximately 180 days after closing if certain trading price
targets are met. Upon the closing of the transaction, and assuming
none of Empower’s public stockholders elect to redeem their shares,
existing Holley shareholders are expected to own 49.9% of the
combined company, the Empower sponsors are expected to own 3.5% of
the combined company, PIPE participants are expected to own 20.7%
of the combined company, MidOcean Fund V is expected to own 4.3% of
the combined company, and public stockholders are expected to own
21.6% of the combined company.
The boards of directors of each of Empower and Holley have
unanimously approved the transaction. The transaction will require
the approval of the stockholders of Empower and of Holley, and is
subject to other customary closing conditions, including the
receipt of certain regulatory approvals. The transaction is
expected to close in the second quarter of 2021.
Advisors
William Blair & Company, Jefferies LLC, and Lazard Middle
Market are acting as financial advisors and Willkie Farr &
Gallagher LLP is acting as legal advisor to Holley. J.P. Morgan
Securities LLC and Jefferies LLC are acting as co-lead placement
agents on the PIPE and J.P. Morgan Securities LLC is acting as
capital markets advisor to Empower, and Gibson, Dunn & Crutcher
LLP is acting as legal advisor to Empower. Kirkland & Ellis is
acting as legal counsel to J.P. Morgan Securities LLC and Jefferies
LLC.
Conference Call Information
Investors may listen to a pre-recorded call discussing the
proposed business combination later today at 9:00 am EST. The call
may be accessed by dialing 1-877-407-3982 for domestic callers or
1-201-493-6780 for international callers. Once connected with the
operator, please ask to join the “Empower and Holley Business
Combination Announcement Conference Call.”
A replay of the call will also be available today from 12:00 pm
EST to 11:59 pm EST on Friday March 26, 2021. To access the replay,
the domestic toll-free access number is 1-844-512-2921 and
participants should provide the conference ID of “13717187.”
Please visit the Investor section of Holley’s website
(www.holley.com/investor) to access the webcast.
About Holley
Holley is a leading designer, marketer, and manufacturer of
high-performance automotive aftermarket products for car and truck
enthusiasts. Holley offers the largest portfolio of iconic brands
that deliver innovation and inspiration to a large and diverse
community of millions of avid automotive enthusiasts who are
passionate about the performance and the personalization of their
classic and modern cars. Holley has disrupted the performance
aftermarket category by putting the enthusiast consumer first,
developing innovative new products, and building a robust M&A
process that has added meaningful scale and diversity to its
platform. For more information on Holley, visit
https://www.holley.com.
About Empower, Ltd.
Empower is a blank check company formed by MidOcean Partners
whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. Empower’s
management team is led by Mr. Rubel, its Chief Executive Officer
and Executive Chairman of its Board of Directors, and Mr. Clempson,
Empower’s President. Empower raised $250,000,000 in its initial
public offering in October 2020 and is listed on the NYSE under the
ticker symbol "EMPW".
About Sentinel Capital Partners
Sentinel specializes in buying and building lower midmarket
businesses in the United States and Canada in partnership with
management. Sentinel targets business services, consumer,
healthcare services, and industrial businesses. Sentinel invests in
management buyouts, recapitalizations, corporate divestitures,
going-private transactions, and structured equity investments of
established businesses with EBITDA of up to $80 million. Sentinel
also invests in special situations, including balance sheet
restructurings and operational turnarounds. For more information
about Sentinel, visit www.sentinelpartners.com.
Forward-Looking Statements
Certain statements in this press release may be considered
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
relate to future events or Empower’s or Holley’s future financial
or operating performance. For example, projections of future
revenue and adjusted EBITDA 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,”
“or“ 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 which 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 Empower and its management, and Holley and its
management, as the case may be, are inherently uncertain factors
that may cause actual results to differ materially from current
expectations include, but are not limited to: 1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive merger agreement with respect to
the business combination; 2) the outcome of any legal proceedings
that may be instituted against Empower, Holley, 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 shareholders of Empower, 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 the NYSE’s listing standards following the
consummation of the business combination; 6) the risk that the
business combination disrupts current plans and operations of
Holley 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
relationships with customers and suppliers 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 Holley or the combined company may be adversely
affected by other economic, business and/or competitive factors;
11) Holley’s estimates of its financial performance; 12) the impact
of the novel coronavirus disease pandemic and its effect on
business and financial conditions; and 13) other risks and
uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in Empower’s
Annual Report on Form 10-K for the year ended December 31, 2020 and
other documents of Empower filed, or to be filed, with the U.S.
Securities and Exchange Commission (“SEC”). Although Empower and
Holley believe the expectations reflected in the forward-looking
statements are reasonable, 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. There may be additional risks that Empower and Holley
presently do not know or that Empower and Holley currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. You should not
place undue reliance on forward-looking statements, which speak
only as of the date they are made. Neither Empower nor Holley
undertakes any duty to update these forward-looking statements,
except as otherwise required by law.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy 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 or sale would
be unlawful prior to registration or qualification under the
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 of 1933, as
amended.
Additional Information
The proposed transaction will be submitted to shareholders of
Empower for their consideration and approval at a special meeting
of shareholders. In connection with the proposed transaction,
Empower intends to file a Registration Statement on Form S-4 (the
“Registration Statement”) with the U.S. Securities and Exchange
Commission (“SEC”), which will include a preliminary and a
definitive proxy statement / prospectus to be distributed to
Empower’s shareholders in connection with Empower’s solicitation
for proxies for the vote by Empower’s shareholders in connection
with the proposed transaction and other matters as described in
such Registration Statement, as well as the prospectus relating to
the offer of the securities to be issued to Holley’s shareholders
in connection with the completion of the merger. After the
Registration Statement has been filed and declared effective,
Empower will mail a definitive proxy statement / prospectus and
other relevant documents to its shareholders as of the record date
established for voting on the proposed transaction. Investors
and security holders of Empower are advised to read, when
available, the preliminary proxy statement, and any amendments
thereto, and the definitive proxy statement in connection with
Empower’s solicitation of proxies for its special meeting of
shareholders to be held to approve the proposed transaction because
the proxy statement / prospectus will contain important information
about the proposed transaction and the parties to the proposed
transaction. Shareholders will also be able to obtain copies of the
proxy statement / prospectus, without charge, once available, at
the SEC’s website at www.sec.gov or by directing a request to:
Empower Ltd., c/o MidOcean Partners, 245 Park Avenue, 38th Floor,
New York, NY 10167.
Participants in the Solicitation
Empower and Holley and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of Empower’s shareholders in connection with the proposed
transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of Empower’s
shareholders in connection with the proposed business combination
will be set forth in Empower’s registration statement / proxy
statement when it is filed with the SEC. Investors and security
holders may obtain more detailed information regarding the names
and interests in the proposed transaction of Empower’s directors
and officers in Empower’s filings with the SEC and such information
will also be in the Registration Statement to be filed with the SEC
by Empower, which will include the proxy statement / prospectus of
Empower for the proposed transaction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210312005202/en/
Phil Denning / Michael Wolfe ICR, Inc. EmpowerPR@icrinc.com
(646) 277-1200
Empower (NYSE:EMPW)
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Empower (NYSE:EMPW)
過去 株価チャート
から 1 2024 まで 1 2025
