$6.90 Per Share Purchase Price Delivers
Substantial 94% Premium
Casper Sleep Inc. (NYSE: CSPR) (“Casper” or “the Company”)
announced today that it entered into a definitive agreement to be
acquired by Durational Capital Management LP (“Durational”). Under
the terms of the agreement, Casper common stockholders will receive
cash consideration of $6.90 per share, representing a 94% premium
to the closing share price on November 12, 2021, the last trading
day prior to this announcement and a premium of approximately 80%
to the 30-day volume weighted average price ending November 12,
2021.
Transaction Details
Casper’s Board of Directors has unanimously approved the
transaction and recommends that Casper stockholders approve the
transaction and adopt the merger agreement. The transaction is
expected to close in the first quarter of 2022 and is subject to
customary closing conditions, including Casper stockholder
approval. Officers and directors of Casper and affiliated
investors, who in the aggregate own or control approximately 28% of
the Company’s outstanding shares, have agreed to vote in favor of
the transaction. Upon closing the transaction, Casper will operate
as a privately-held company and will remain based in New York.
The transaction is not subject to a financing condition and
Durational has committed debt financing led by KKR Credit and
Callodine Commercial Finance, LLC.
Casper Sleep CEO Comment
“We are delighted to announce this transaction with Durational
Capital Management that creates immediate and substantial value for
shareholders, and allows Casper to move forward on strong financial
footing,” said Casper’s Co-Founder and Chief Executive Officer,
Philip Krim. “In consultation with outside advisors, Casper’s Board
of Directors evaluated a range of strategic and financial
alternatives over several months and determined, after careful
consideration, that the transaction proposed by Durational is
superior to all other alternatives available. With a commitment to
maximizing value for all shareholders, the Board unanimously
supports the offer from Durational and recommends that shareholders
approve the transaction. This agreement offers a promising
opportunity to realize the highest value for our stockholders while
providing Casper with much needed capital to execute on future
initiatives to sustain and grow its business.”
Durational Capital Management Comment
“We are excited to invest in Casper given its iconic brand,
strong growth profile and track record of innovation,” said Eric
Sobotka, Managing Partner at Durational Capital Management.
Matthew Bradshaw, Managing Partner at Durational Capital
Management, added: “With its world-class products and focus on
health and wellness, we believe Casper is well-positioned for
future success. We look forward to partnering with the Casper team
to build on the strength of the brand and to create new
opportunities for the company to thrive.”
Advisors
Jefferies LLC is serving as financial advisor and Latham &
Watkins LLP is serving as legal advisor to Casper Sleep Inc. in
connection with the proposed transaction. Kirkland & Ellis LLP
is serving as legal advisor to Durational Capital Management in
connection with the proposed transaction.
Cancellation of Third Quarter 2021 Conference Call
The Company will not be conducting its third quarter 2021
conference call and webcast, previously scheduled for today,
November 15, 2021 at 5:00 p.m. Eastern Time. The Company plans to
file its quarterly report on Form 10-Q with the Securities and
Exchange Commission (the “SEC”) on November 15, 2021.
About Casper
Casper believes everyone should sleep better. The Sleep Company
has a full portfolio of obsessively engineered sleep
products—including mattresses, pillows, bedding, and furniture
designed in-house by the Company’s award-winning R&D team at
Casper Labs. In addition to its e-commerce business, Casper owns
and operates Sleep Shops across North America and its products are
available at a growing list of retailers.
About Durational Capital Management, LP
Based in New York, Durational Capital Management LP is an
investment firm that invests in high quality consumer companies.
Durational approaches its investments with a strategic mindset and
focuses on driving long-term value creation through partnership
with top tier management teams and actively supporting management
to drive operational improvements. The firm was founded in 2017,
and its investment professionals have extensive experience
investing in the consumer sector. For more information, visit:
www.durational.com.
Important Information and Where to Find It
In connection with the proposed transaction between the Company
and Durational Capital Management LP, a special stockholder meeting
will be announced soon to obtain stockholder approval in connection
with the proposed transaction. The Company expects to file with the
SEC a proxy statement (the “Proxy Statement”), the definitive
version of which will be sent or provided to the Company
stockholders. The Company may also file other documents with the
SEC regarding the proposed transaction. This document is not a
substitute for the Proxy Statement or any other document which the
Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Proxy
Statement (when it is available) and other documents that are filed
or will be filed with the SEC by the Company through the website
maintained by the SEC at www.sec.gov, the Company’s investor
relations website at https://ir.casper.com or by contacting the
Company investor relations department at cspr@jcir.com.
Participants in the Solicitation
The Company and certain of its directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be considered to be participants in the
solicitation of the Company’s stockholders will be set forth in the
Proxy Statement for its special stockholder meeting. The Company’s
stockholders may obtain additional information regarding the direct
and indirect interests of the participants in the solicitation of
proxies in connection with the proposed transaction, including the
interests of the Company directors and executive officers in the
transaction, which may be different than those of the Company
stockholders generally, by reading the Proxy Statement and any
other relevant documents that are filed or will be filed with the
SEC relating to the transaction. You may obtain free copies of
these documents using the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this press release that do not
relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements
regarding our expectations surrounding the impact of the COVID-19
pandemic and the related effect on our employees, customers and
business operations; our business strategy and plans; the future
growth of our business; objectives of management for future
operations and creating long-term value; the management transition
and anticipated benefits thereof; and the proposed transaction with
Durational Capital Management LP and anticipated benefits thereof.
These statements are neither promises nor guarantees, but involve
known and unknown risks, uncertainties and other important factors
that may cause our actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements, including, but not limited to, the following: including
the completion of the proposed transaction on anticipated terms and
timing, including obtaining stockholder and regulatory approvals,
anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies for the management,
expansion and growth of the Company’s business and other conditions
to the completion of the transaction; conditions to the closing of
the transaction may not be satisfied; the transaction may involve
unexpected costs, liabilities or delays; the outcome of any legal
proceedings related to the transaction; the failure by Durational
Capital Management LP to obtain the necessary debt financing
arrangements set forth in the commitment letters received in
connection with the transaction; potential litigation relating to
the proposed transaction; the risk that disruptions from the
proposed transaction will harm the Company’s business, including
current plans and operations; potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the proposed transaction; and restrictions during
the pendency of the proposed transaction that may impact the
Company’s ability to pursue certain business opportunities or
strategic transactions; we will need additional financing to
execute our business plan, to fund our operations and to continue
as a going concern; the COVID-19 pandemic could adversely impact
our business, financial condition and results of operations; our
ability to compete successfully in the highly competitive
industries in which we operate; our ability to maintain and enhance
our brand; the success of our retail store and retail partnerships
expansion plans; our ability to successfully implement our growth
strategies related to launching new products; the effectiveness and
efficiency of our marketing programs; our ability to manage our
current operations and to manage future growth effectively; our
past results may not be indicative of our future operating
performance; our ability to manage our supply chain commensurate
with demand and successfully and timely deliver merchandise to our
retail partners and customers; the duration and impact of current
supply chain constraints and inflationary pressures our business,
financial condition and results of operations; our ability to
attract new customers or retain existing customers; the growth of
the market for sleep as a retail category and our ability to become
a leader or maintain our leadership in the category; the impact of
social media and influencers on our reputation; our ability to
protect and maintain our intellectual property; our exclusive
reliance on third-party contract manufacturers whose efforts we are
unable to fully control; our ability to effectively implement
strategic initiatives; our ability to transfer our supply chain and
other business processes to a global scale; risks relating to
fluctuations in the cost and availability of raw materials and
fuel; risks relating to our international operations and expansion;
we are dependent on our retail partners; general economic and
business conditions; we or our service providers could be subject
to system failures or interruptions, cyber-based attacks and
security breaches or other incidents; risks relating to changing
legal and regulatory requirements, and any failure to comply with
applicable laws and regulations; we may be subject to product
liability claims and other litigation; we may experience
fluctuations in our quarterly operating results; we have and expect
to continue to incur significant losses; risks relating to our
indebtedness; our need for additional funding, which may not be
available; risks relating to taxes; our ability to attract and
retain qualified personnel; future sales by us our stockholders may
cause the market price of our stock to decline; and risks and
additional costs relating to our status as a public company. These
and other important factors discussed under the caption “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2020 and our other filings with the SEC could cause
actual results to differ materially from those indicated by the
forward-looking statements made in this press release. Any such
forward-looking statements represent management’s estimates as of
the date of this press release. While we may elect to update such
forward-looking statements at some point in the future, we disclaim
any obligation to do so, even if subsequent events cause our views
to change.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211115005534/en/
For Casper: Joseph Jaffoni, Norberto Aja, Jennifer Neuman JCIR
(212) 835-8500 cspr@jcir.com
For Durational: Jared Levy, Emily Claffey, Jeff Huber Sard
Verbinnen & Co (212) 687-8080
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