Mountain Crest Acquisition Corp. (NASDAQ: MCAC), a special purpose acquisition company (SPAC), just announced the target of its acquisition. It has decided to return Playboy to the public markets via a definitive merger agreement.
Upon the closing of the transaction, Mountain Crest will be renamed and the ticker will be changed to PLBY. [Note that it has since become PLBY Group Inc. (NASDAQ: PLBY).]
As part of the deal, Playboy will retain its highly experienced management team, led by CEO Ben Kohn, who joined Playboy in 2017, to lead the firm’s strategic transformation
Playboy is one of the most recognizable lifestyle brands in the world, with over $3 billion in global consumer spending across 180 countries. The company has over $400 million in cash flows contracted through 2029.
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As part of the transaction, Playboy shareholders will be entitled to receive approximately 23.9 million shares valued at $10.00 apiece in Mountain Crest. At the same time, Mountain Crest will assume net debt outstanding of roughly $142 million, for a total purchase price of approximately $381 million.
Additionally, 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. The existing Playboy shareholders have agreed to a one-year lock-up, subject to a partial release if after six months the stock trades at or above $14.00 for 20 out of 30 consecutive trading days.
Mountain Crest also announced the signing of definitive purchase agreements with institutional and accredited investors for the purchase of $50 million common stock at $10 per share.
The transaction is expected to close early in the first quarter of 2021.
Mountain Crest stock traded up on Thursday about 1% to $10.15, in a 52-week range of $9.85 to $10.75.
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