Outdoor Griddles Maker Blackstone Products to Merge with SPAC.
MANews-(C)2009-2021
Utah, US-based griddle cooking appliances and accessories provider Blackstone Products and US-based special purpose acquisition company Ackrell SPAC Partners I Co. (NASDAQ: ACKIU) have entered into a definitive business combination agreement that will result in Blackstone becoming a public company, the companies said.
Upon closing of the transaction, the combined company will be renamed Blackstone Products, Inc. and expects to apply to be listed on the NASDAQ under the new ticker symbol "BLKS."
The combined company is expected to be led by Roger Dahle, founder and chief executive officer of Blackstone.
Since launching its first griddle design in 2008 with its core 36-inch griddle, Blackstone products have been used by home chefs to cook outdoors for breakfast, lunch, and dinner.
The business combination implies a pro forma enterprise valuation for Blackstone of USD900 m, or approximately 11.1x 2022 estimated adjusted EBITDA.
The transaction will provide approximately USD 95m in estimated gross proceeds to the company, assuming no redemption by Ackrell shareholders, including a PIPE of USD 31m common stock at USD 10 per share and USD 111m of convertible notes due 2027, subject to applicable discounts and the terms and conditions of sale, including certain minimum cash and business performance requirements.
The notes will be subordinated unsecured obligations of the company, and interest will be payable semi-annually in arrears, beginning six months following the closing of the transaction, at a rate of 9.875% per year.
The notes will mature on April 15, 2027, unless earlier repurchased, redeemed, or converted in accordance with their terms. The initial conversion price of USD 11.50 represents a premium of 15% to the issue price of the common stock.
The notes will be convertible into shares of common stock at the option of investors at any time. The company will have the option to redeem all or any portion of the notes after April 15, 2025, if certain stock price and liquidity conditions are satisfied.
The transaction is expected to close in 2Q22, subject to, among other things, the approval by Ackrell shareholders, satisfaction or waiver of the conditions said in the business combination agreement, and other customary closing conditions, including a registration statement being declared effective by the US Securities and Exchange Commission and approval by The NASDAQ Stock Market to list the securities of the combined...
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