Playboy Enterprises, Inc. and Mountain Crest Acquisition Corp. (MCAC) announced Thursday the signing of a definitive merger agreement to return Playboy to the public markets. They also signed definitive purchase agreements with institutional and accredited investors for the purchase of $50 million of common stock at $10 per share.
Playboy’s return to the public markets presents a transformed, streamlined and high-growth business. It is actively selling into the Sexual Wellness consumer category, projected to be approximately $400 billion in size by 2024.
“We are taking this step into the public markets because the committed capital will enable us to accelerate our product development and go-to-market strategies and to more rapidly build our direct to consumer capabilities,” said Ben Kohn, CEO of Playboy.
As part of the transaction, Playboy shareholders will be entitled to receive approximately 23.9 million shares valued at $10.00 per share in Mountain Crest, subject to closing adjustments. Mountain Crest will also assume net debt outstanding of approximately $142 million, for a total purchase price of approximately $381 million.
In order to limit dilution, Playboy has agreed to purchase 700,000 Mountain Crest founder shares at $6.35 per share, which will further adjust the shares issuable to Playboy shareholders.
Existing Playboy shareholders have agreed to a one year lock up subject to a partial release if after six months the stock trades at $14.00 for 20 out of 30 consecutive trading days.
The Boards of Directors of each of Mountain Crest and Playboy have unanimously approved the transaction. The transaction, expected to close early in the first quarter of 2021, is subject to approval of the stockholders of Mountain Crest and Playboy, certain regulatory approvals, and other customary closing conditions.
Upon closure, Mountain Crest will be renamed and is expected to remain listed on the Nasdaq Stock Market under ticker PLBY, and will be led by Kohn, who joined Playboy in 2017 and led the Company’s strategic transformation.
Playboy is one of the largest and most recognizable lifestyle brands in the world, with more than $3 billion in global consumer spend against the brand across 180 countries. Playboy today reaches millions of consumers around the world.
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