LOS ANGELES and NEW YORK, Oct. 25,
2021 /PRNewswire/ -- FaZe Clan Inc. ("FaZe Clan" or the
"Company") today announced it has entered into a definitive merger
agreement (the "Merger Agreement") to combine with B. Riley
Principal 150 Merger Corp. (NASDAQ: BRPM) ("BRPM"), a special
purpose acquisition company sponsored by an affiliate of B. Riley
Financial, Inc. (NASDAQ: RILY) ("B. Riley Financial"). The proposed
business combination transaction (the "Business Combination")
implies an equity value of approximately $1
billion for the combined company inclusive of nearly
$275 million of cash (assuming no
redemptions). Through the proposed business combination, FaZe Clan
is positioned to become one of the only digitally native,
youth-focused lifestyle and media platforms publicly traded on a
U.S. national exchange.
FaZe Clan is reimagining traditional entertainment for the next
generation as a leading voice of youth culture.
Upon completion of the proposed Business Combination, BRPM will
change its name to "FaZe Holdings Inc." The combined company's
common stock is expected to be listed on NASDAQ under the new
ticker symbol "FAZE."
Estimated gross transaction proceeds total $291 million, including $173 million in cash from BRPM's IPO proceeds
held in trust (assuming no redemptions), and $118 million from committed PIPE investments. Net
proceeds from the transaction, which will include cash in trust net
of any redemptions and PIPE proceeds net of transaction-related
costs, will be used to fund organic and inorganic growth as the
Company expands its digitally native global multi-platform presence
across content, gaming, entertainment, consumer products and the
metaverse.
Voice of Youth Culture
FaZe Clan is at the forefront of the global creator economy --
an industry centered around innovative digital content development
fueled by social media influencers, creators and businesses who
monetize their content online. With a leading digital content
platform created for and by Gen Z and millennials, FaZe Clan has
established a highly engaged, loyal global fan base of over 350
million across its combined social platforms that rivals
established major sports leagues and generates more social media
interactions than the next top eight esports organizations
combined.
FaZe Clan reimagines traditional entertainment for the next
generation, leading youth culture with transformative content,
tier-one brand partnerships, a collective of notable talent, and
fashion and consumer products. The Company boasts a diverse and
robust talent network and has ten competitive esports teams that
have won 30 championships worldwide.
The Company produces premium content, merchandise, and consumer
products and creates advertising and sponsorship programs for
leading national brands. With approximately 80% of its audience
between the ages of 13-34, FaZe Clan has unlocked key relationships
with a coveted demographic that has long proven difficult to reach
for traditional media companies and advertisers.
Management Commentary
Lee Trink, Chief Executive Officer of FaZe Clan, said "We
are thrilled to announce this important milestone of FaZe Clan's
plans to enter the public market. In our short history, we have
evolved from a disruptive content generator to one of the world's
most decorated and successful esports franchises, and now into one
of the younger generations' most recognized and followed brands
globally. We believe FaZe Clan is becoming the voice of youth
culture, a brand that sits at the nexus of content, gaming,
entertainment and lifestyle in the digital-native world. This
transaction will provide us capital and access to the public
markets, which will help us accelerate the expansion of our
multi-platform and monetization strategy. We are so grateful to the
millions of loyal fans who have helped us take FaZe Clan to the
next level, without whom this would not have been possible. Lastly,
we look forward to working with Dan and Bryant, and the B. Riley
team and appreciate their support and confidence."
Dan Shribman, Chief Investment
Officer of B. Riley Financial, and CEO and CFO of BRPM, said
"The business combination with FaZe Clan represents a tremendous
opportunity to invest in the future of media and entertainment.
With unmatched social media reach and Gen Z engagement, and the
opportunity to meaningfully expand its global multi-platform
presence across content, gaming, entertainment, consumer products
and the metaverse, we believe FaZe Clan is a compelling investment
with the potential to create significant value. We are excited to
partner with Lee, Amit and the incredible talent that make up the
FaZe Clan team. Lee has surrounded himself with a creative and
energetic team and we look forward to working with them on this
journey."
Transaction Overview
With funding from the proposed Business Combination, FaZe Clan
plans to further diversify its revenue streams with user
monetization, expansion of its global footprint, and investment in
new growth opportunities across the creator economy and emerging
technologies in addition to a robust acquisition strategy that will
only strengthen the Company's flywheel.
The proposed Business Combination has been approved by the
boards of directors of both FaZe Clan and BRPM and is expected to
close in the first quarter of 2022, subject to regulatory and
stockholder approvals.
Upon closing, the combined company will be led by FaZe Clan's
CEO, Lee Trink, who will also become
Chairman of the Board; Amit Bajaj,
Chief Financial Officer; Kai Henry,
Chief Strategy Officer; and Tammy
Brandt, Chief Legal Officer.
Advisors
B. Riley Securities, Inc. is acting as capital markets advisor
to BRPM and as sole placement agent on the PIPE. Citi is acting as
lead financial advisor to FaZe Clan. M. Klein and Company and
Evolution Media Capital are also serving as financial advisors to
FaZe Clan.
White & Case is acting as legal advisor to BRPM. Skadden,
Arps, State, Meagher & Flom LLP is acting as legal advisor to
FaZe Clan. McDermott Will &
Emery acted as legal advisor to the PIPE placement agent.
Investor Webcast Information
Management of FaZe Clan and BRPM will host an investor webcast
on October 25, 2021 at 9:00 am EST, regarding the proposed Business
Combination. The webcast will be accompanied by a detailed investor
presentation. For interested investors who wish to participate, the
webcast and replay will be available at investor.fazeclan.com or
via this webcast link.
Alternatively, investors can participate via a domestic
toll–free access number, 1-800-860-2442 and the international
toll–free access number (412) 858-4600. Once connected with the
operator, request access to the B. Riley Principal 150 Merger Corp.
and Faze Clan Business Combination Call.
An investor presentation with more detailed information
regarding the proposed transaction will be furnished by BRPM with
the SEC under cover of a Current Report on Form 8-K, which can be
viewed at the SEC's website at www.sec.gov.
About FaZe Clan
FaZe Clan is a digital-native lifestyle and media platform
rooted in gaming and youth culture, reimagining traditional
entertainment for the next generation. Founded in 2010 by a
group of kids on the internet, FaZe Clan was created for and by Gen
Z and Millennials, and today operates across multiple verticals
with transformative content, tier-one brand partnerships, a
collective of notable talent, and fashion and consumer
products. Reaching over 350 million followers across social
platforms globally, FaZe Clan delivers a wide variety of
entertainment spanning video blogs, lifestyle and branded content,
gaming highlights and live streams of highly competitive gaming
tournaments. FaZe Clan's roster of more than 85 influential
personalities consists of engaging content creators, esports
professionals, world-class gamers and a mix of talent who go beyond
the world of gaming, including NFL star Kyler "FaZe K1" Murray,
Lebron "FaZe Bronny" James Jr., Lil Yachty aka "FaZe Boat" and
Offset aka "FaZe Offset." Its unmatched gaming division includes
ten competitive esports teams who have won over 30 world
championships. Visit www.fazeclan.com and Follow FaZe
Clan on Twitter, Instagram, YouTube, TikTok, and Twitch.
About BRPM
BRPM is a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. BRPM began trading on the
NASDAQ on February 19, 2021 following
its initial public offering. Its shares of Class A common stock,
units and warrants trade under the ticker symbols BRPM, BRPMU and
BRPMW, respectively. BRPM is sponsored by an affiliate of B. Riley
Financial, Inc. (Nasdaq: RILY).
Important Information about the Proposed Business Combination
and Where to Find It
In connection with the proposed Business Combination, BRPM plans
to file a registration statement on Form S-4 (the "Registration
Statement") with the Securities and Exchange Commission (the
"SEC"), which will include a preliminary proxy statement/prospectus
relating to the proposed Business Combination (the "Proxy
Statement/Prospectus"). After the Registration Statement is
declared effective by the SEC, BRPM will mail the definitive Proxy
Statement/Prospectus to holders of BRPM's shares of common stock as
of a record date to be established in connection with BRPM's
solicitation of proxies for the vote by BRPM stockholders with
respect to the proposed Business Combination and other matters as
described in the Proxy Statement/Prospectus. BRPM stockholders and
other interested persons are urged to read, when available, the
preliminary Proxy Statement/Prospectus and the amendments thereto,
the definitive Proxy Statement/Prospectus, and documents
incorporated by reference therein, as well as other documents filed
with the SEC in connection with the proposed Business Combination,
as these materials will contain important information about BRPM,
FaZe Clan and the proposed Business Combination. Stockholders will
be able to obtain copies of the Proxy Statement/Prospectus and
other documents containing important information about BRPM, FaZe
Clan and the proposed Business Combination filed with the SEC,
without charge, once such documents are available on the website
maintained by the SEC at http://www.sec.gov, or by directing a
request to: B. Riley Principal 150 Merger Corp, 299 Park Avenue,
21st Floor, New York, New York
10171, Attention: Daniel Shribman,
telephone: (212) 457-3300.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination. This press release
shall also 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.
Participants in the Solicitation
BRPM and FaZe Clan and their respective directors and executive
officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies of BRPM's stockholders in connection with
the proposed Business Combination. Stockholders of BRPM may obtain
more detailed information regarding the names, affiliations and
interests of BRPM's and FaZe Clan's directors and executive
officers in BRPM's Form S-1 filed with the SEC relating to its
initial public offering, which was declared effective on
February 18, 2021 ("Form S-1") and in
the Proxy Statement/Prospectus when available. Information
concerning the interests of BRPM's participants in the
solicitation, which may, in some cases, be different than those of
BRPM's stockholders generally, will be set forth in the Proxy
Statement/Prospectus when it becomes available.
Forward-Looking Statements
The information in this press release includes "forward-looking
statements" pursuant to the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. All
statements, other than statements of present or historical fact
included in this press release, regarding the proposed Business
Combination, the ability of the parties to consummate the proposed
Business Combination, the benefits and timing of the proposed
Business Combination, as well as the combined company's strategy,
future operations and financial performance, estimated financial
position, estimated revenues and losses, projections of market
opportunity and market share, projected costs, prospects, plans and
objectives of management are forward-looking statements. These
forward-looking statements generally are identified by the words
"budget," "could," "forecast," "future," "might," "outlook,"
"plan," "possible," "potential," "predict," "project," "seem,"
"seek," "strive," "would," "should," "may," "believe," "intend,"
"expects," "will," "projected," "continue," "increase," and/or
similar expressions that concern BRPM's or FaZe Clan's strategy,
plans or intentions, but the absence of these words does not mean
that a statement is not forward-looking. Such statements are made
pursuant to the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995 and are based on the management of
BRPM's and FaZe Clan's belief or interpretation of information
currently available.
These forward-looking statements are based on various
assumptions, whether or not identified herein, and on the current
expectations of BRPM's and FaZe Clan's management and are not
predictions of actual performance. Because forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions, whether or not identified in this press release, they
are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Many factors could
cause actual results and condition (financial or otherwise) to
differ materially from those indicated in the forward-looking
statements, including but not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of negotiations and any subsequent definitive
agreements with respect to the proposed Business Combination; (2)
the outcome of any legal proceedings or other disputes that may be
instituted against BRPM, FaZe Clan, the combined company or others;
(3) the inability to complete the proposed Business Combination due
to the failure to obtain approval of the stockholders of BRPM, to
satisfy the minimum cash condition following redemptions by BRPM's
public stockholders, to obtain certain governmental and regulatory
approvals or to satisfy other conditions to closing; (4) changes to
the proposed structure of the proposed Business Combination that
may be required or appropriate as a result of applicable laws or
regulations, including the risk that any regulatory approvals are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed Business Combination; (5) the
ability to meet stock exchange listing standards following the
consummation of the proposed Business Combination; (6) the risk
that the proposed Business Combination disrupts current plans and
operations of BRPM or FaZe Clan as a result of the announcement and
consummation of the proposed Business Combination; (7) the ability
to recognize the anticipated benefits of the proposed 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, key employees and talents; (8)
costs related to the proposed Business Combination; (9) changes in
applicable laws or regulations, including changes in domestic and
foreign business, market, financial, political, and legal
conditions; (10) the possibility that BRPM, FaZe Clan or the
combined company may be adversely affected by other economic,
business, and/or competitive factors; (11) the impact of COVID 19
on BRPM's or FaZe Clan's business and/or the ability of the parties
to complete the proposed Business Combination; (12) the inability
to complete the PIPE investments in connection with the proposed
Business Combination; and (13) other risks and uncertainties set
forth in BRPM's Form S-1 and in subsequent filings with the SEC,
including the Proxy Statement/Prospectus relating to the proposed
Business Combination. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of BRPM and
FaZe Clan. Forward-looking statements speak only as of the
date they are made. While FaZe Clan and BRPM may elect to update
these forward-looking statements at some point in the future, FaZe
Clan and BRPM specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing FaZe Clan's and BRPM's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Contacts
For FaZe Clan
Investors: Ellipsis,
ir@fazeclan.com
Media: Chelsey Northern,
chelsey.northern@fazeclan.com
For BRPM
Investors: Dan
Shribman, dshribman@brileyfin.com
Media: Jo Anne McCusker,
jmccusker@brileyfin.com
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SOURCE FaZe Clan Inc.; B. Riley Principal 150 Merger Corp.