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.
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