BRC Inc. Announces Redemption of All Outstanding Warrants
April 04 2022 - 4:05PM
Business Wire
BRC Inc. (the “Company”) (NYSE: BRCC) today announced that it
will redeem all of its outstanding warrants (the “Warrants”) to
purchase shares of the Company’s Class A common stock, par value
$0.0001 per share (the “Class A Common Stock”), that remain
outstanding at 5:00 p.m. New York City time on May 4, 2022 (the
“Redemption Date”) for a redemption price of $0.10 per Warrant (the
“Redemption Price”). The Warrants were issued under the Warrant
Agreement, dated as of February 25, 2021 (the “Warrant Agreement”),
by and between SilverBox Engaged Merger Corp I (“SilverBox”) and
Continental Stock Transfer & Trust Company, as warrant agent
(the “Warrant Agent”), and further assumed by the Company on
February 9, 2022, as part of the units sold in SilverBox’s initial
public offering (the “IPO”) (such warrants, the “Public Warrants”)
or in a private placement simultaneously with the IPO (such
warrants, the “Private Warrants” which, together with the Public
Warrants, constitute the Warrants), as applicable. The Public
Warrants are listed on the New York Stock Exchange (“NYSE”) under
the symbol “BRCC WS.”
Under the terms of the Warrant Agreement, the Company is
entitled to redeem all of the outstanding Warrants at the
Redemption Price provided that the closing price of the Class A
Common Stock for any twenty (20) trading days within the thirty
(30) trading-day period ending on the third trading day prior to
the date on which the Company sends a notice of the redemption to
the registered holders of the outstanding Warrants (the “Reference
Value”) equals or exceeds $10.00 per share, and if the Reference
Value is less than $18.00 per share, the Private Warrants are also
concurrently called for redemption on the same terms as the
outstanding Public Warrants. These share price performance
requirements were satisfied as of March 30, 2022 (which is the
third trading day prior to the sending of the Redemption Notice (as
defined below)). At the direction of the Company, the Warrant Agent
has delivered a notice of redemption (the “Redemption Notice”) to
each of the registered holders of the outstanding Warrants.
The Warrants may be exercised on a cashless basis by the holders
thereof until 5:00 p.m. New York City time on the Redemption Date
to acquire fully paid and non-assessable shares of Class A Common
Stock underlying such Warrants. Payment upon exercise of the
Warrants will be made on a “cashless basis” in which the exercising
holder will receive a number of shares of Class A Common Stock to
be determined in accordance with the terms of the Warrant Agreement
and based on the Redemption Date and the volume weighted average
price of the Class A Common Stock for the ten (10) trading days
immediately following the date on which the Redemption Notice is
sent to the registered holders of the outstanding Warrants (the
“Redemption Fair Market Value”). The Company will provide holders
notice of the Redemption Fair Market Value no later than one (1)
business day after such ten (10) trading day period ends. In no
event will the number of shares of Class A Common Stock issued in
connection with an exercise on a cashless basis exceed 0.361 shares
of Class A Common Stock per Warrant. If any holder of Warrants
would, after taking into account all of such holder’s Warrants
exercised at one time, be entitled to receive a fractional interest
in a share of Class A Common Stock, the number of shares the holder
will be entitled to receive will be rounded down to the nearest
whole number of shares. Warrant holders may not exercise Warrants
and receive shares of Class A Common Stock in exchange for payment
in cash of the $11.50 per Warrant exercise price until a
registration statement covering the issuance of shares of Class A
Common Stock upon exercise of the Warrants for cash under the
Securities Act of 1933, as amended (the “Securities Act”), is
declared effective by the Securities and Exchange Commission (the
“SEC”). The Company filed a registration statement on Form S-1 with
the SEC (Registration No. 333-263627) to register the issuance of
shares of Class A Common Stock upon exercise of the Warrants for
cash under the Securities Act, but the registration statement has
not yet been declared effective by the SEC and the Company cannot
give any assurances that the SEC will declare it effective prior to
the Redemption Date. To the extent the registration statement is
declared effective by the SEC prior to the Redemption Date, the
Company will inform Warrant holders of the procedure to exercise
their Warrants for cash and receive shares of Class A Common Stock
in exchange for payment in cash of the $11.50 per Warrant exercise
price.
Any Warrants that remain unexercised at 5:00 p.m. New York City
time on the Redemption Date will be void and no longer exercisable,
and the holders of those Warrants will be entitled to receive only
the Redemption Price of $0.10 per Warrant (or as otherwise
described in the Redemption Notice for holders who hold their
Public Warrants in “street name”). The Company understands from
NYSE that May 3, 2022, the trading day prior to the Redemption
Date, will be the last day on which the Warrants will be traded on
NYSE.
None of the Company, its board of directors or employees has
made or is making any representation or recommendation to any
holder of the Warrants as to whether to exercise or refrain from
exercising any Warrants.
Questions concerning redemption and exercise of the Warrants can
be directed to the Warrant Agent, Continental Stock Transfer &
Trust Company, 1 State Street, 30th Floor, New York, NY 10004,
attention: Reorganization Department, telephone: (212)
509-4000.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the Company’s securities nor
shall there be any offer, solicitation or sale of any of the
Company’s securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About BRC Inc.
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.
Forward Looking Statements
This press release contains management’s current intentions and
expectations for the future, all of which are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include statements about the Company’s
expectations, beliefs, plans, objectives, intentions, assumptions
and other statements that are not historical facts. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “will,” “would” and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Actual results may differ materially due to
various factors. Certain of these risks are identified in the
sections titled “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the
Company’s SEC filings, including, but not limited to, the Company’s
Annual Report on Form 10-K for the year ended December 31, 2021
filed on March 16, 2022 with the SEC. Additional factors that could
cause actual results to differ materially from those expressed or
implied in forward-looking statements can be found in the Company’s
other recent filings with the SEC which are available, free of
charge, on the SEC’s website at www.sec.gov. If the risks or
uncertainties ever materialize or the assumptions prove incorrect,
the Company’s results may differ materially from those expressed or
implied by such forward-looking statements. Forward-looking
statements speak only as of the date they are made. Except as
required by law, the Company assumes no obligation and does not
intend to update any forward-looking statements or to conform these
statements to actual results or changes in the Company’s
expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220404005730/en/
Investor: Tanner Doss: IR@BlackRifleCoffee.com ICR for
BRCC: BlackrifleIR@icrinc.com
Media: TrailRunner International for BRCC: Pat
Shortridge, (651) 491-6764; pats@trailrunnerint.com
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