William Blair is acting as the lead financial advisor and capital markets advisor to Black Rifle Coffee Company (BRCC or the company) in its pending merger with Silver Box Engaged Merger Corp I (NASDAQ: SBEA) (SBEA or Silver Box-Engaged), announced on November 2, 2021. The business combination will bring BRCC public at an enterprise valuation of $1.71 billion, or approximately four times projected 2023 revenues, and will provide up to $225 million of cash to the company’s balance sheet to fund its rapid growth across multiple channels. The transaction has a high certainty of closure as its minimum cash condition is fully satisfied by $300 million in common equity commitments from a group of investors led by a $100 million commitment from Engaged Capital. Once the proposed transaction is closed, the combined company expects to list and trade on the New York Stock Exchange (NYSE) under the symbol BRCC.
Transaction Highlights
- Deep sector and SPAC expertise: BRCC was attracted to William Blair’s extensive experience in food & beverage, particularly the coffee category, and proven ability to articulate high-growth stories for omni-channel brands with strong consumer affinity. Additionally, the company sought our deep and proven experience, capabilities, and insights across all aspects of SPAC execution. Collectively, William Blair’s sector and SPAC expertise enabled the transaction team to guide the company through a bespoke and competitive marketing process to identify the ideal SPAC partner and structure the transaction for long-term success in the public markets.
- Unique company insights drove compelling positioning: The transaction team effectively focused SPAC buyers and PIPE investors on BRCC’s mission-driven consumer brand, passionate customer base, strong financial profile, growth trajectory, and proven omni-channel business model.
- Trusted guidance and execution excellence: William Blair’s team worked closely with the BRCC team through every step of the transaction process, providing thoughtful process tactics, tailored strategic guidance, and relevant market insights.
- Highly successful SPAC outcome: These efforts resulted in an exceptional valuation for shareholders and is supported by significant committed capital in a unique structure that enhances transaction certainty and was raised during a challenging market environment.
About the Companies
Black Rifle Coffee Company is a rapidly-growing, mission-driven premium coffee company founded to support veterans, active-duty military, first responders, and a broad customer base by connecting consumers with great coffee and a unique brand experience. The veteran-founded and controlled company has an incredibly loyal and rapidly expanding community of 1.9 million lifetime consumers, 270,000 plus active coffee club subscribers, and over nine million social media followers. BRCC‘s digitally-native model reaches its customers across multiple channels, including at-home through its direct-to-consumer business, on-the-go through its ready-to-drink business, within its community at the company’s retail “Outpost” stores, and at in popular national retailers through a robust and growing wholesale business. This transaction provides significant capital to help the company scale rapidly and support its important mission.
Silver Box Engaged Merger Corp I is a special purpose acquisition company (SPAC) formed as a part of a long-term vision shared by Silver Box 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 Silver Box-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.
Engaged Capital, LLC (Engaged Capital) was established in 2012 by a group of professionals with significant experience in activist investing in North America and was seeded by Grosvenor Capital Management, L.P., one of the oldest and largest global alternative investment managers. Engaged Capital is a limited liability company owned by its principals and formed to create long-term shareholder value by bringing an owner’s perspective to the managements and boards of undervalued public companies. Engaged Capital manages approximately $1.5B of assets and its efforts and resources are dedicated to a single investment style, “Private Equity Investing in Public Markets” with a focus on delivering superior, long-term, risk-adjusted returns for investors.
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