Mercer Park Brand Acquisition Corp. Announces Completion of Initial Public Offering and Exercise in Full of Over-Allotment Option
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, May 13, 2019 /CNW/ – Mercer Park CB II, L.P. (“Mercer Park“) and Mercer Park Brand Acquisition Corp. (“BRND“) are pleased to announce the closing of the initial public offering (the “Offering“) of U.S.$402,500,000 of Class A restricted voting units (the “Class A Restricted Voting Units“) (including U.S.$52,500,000 of Class A Restricted Voting Units issued pursuant to the exercise in full of the over-allotment option) by BRND. The proceeds from the distribution of the Class A Restricted Voting Units were deposited into an escrow account and will only be released upon certain prescribed conditions, as further described in the final prospectus dated May 7, 2019 (the “Final Prospectus“). Canaccord Genuity Corp. acted as the sole underwriter in connection with the Offering.
BRND is a newly organized special purpose acquisition corporation formed for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specified period of time (a “Qualifying Transaction“). BRND intends to identify, evaluate, and execute an attractive Qualifying Transaction by leveraging its network to find one or more attractive and, wherever possible, proprietary investment opportunities. It intends to focus its search for targets that operate branded product businesses in cannabis and/or cannabis-adjacent industries; however, it is not limited to a particular industry or geographic region for purposes of completing its Qualifying Transaction.
Mercer Park, the sponsor of BRND (the “Sponsor“), is a limited partnership indirectly controlled by Mercer Park, L.P., a privately-held family office based in New York, New York. BRND’s strategy is to leverage Mercer Park’s executive leadership and entrepreneurial expertise, investment experience and network, together with its team of employees, in order to identify and execute an attractive Qualifying Transaction.
Each Class A Restricted Voting Unit consists of one Class A restricted voting share (each, a “Class A Restricted Voting Share“) and one-half of a share purchase warrant (each whole warrant being referred to as a “Warrant“).
The Class A Restricted Voting Units will commence trading today on the Neo Exchange Inc. (the “Exchange“) under the symbol “BRND.U“. The Class A Restricted Voting Shares and the Warrants comprising the Class A Restricted Voting Units will initially trade as a unit but it is anticipated that the Class A Restricted Voting Shares and the Warrants will begin trading separately in 40 days (or, if such date is not an Exchange trading day, the next Exchange trading day). It is anticipated that the Class B shares (“Class B Shares“) issued to the Founders (as defined below) will not be listed prior to the Qualifying Transaction, as described in the Final Prospectus.
The Warrants will become exercisable during the period commencing 65 days after completion of a Qualifying Transaction and ending five years thereafter subject to adjustment and subject to early expiry or redemption by BRND as further described in the Final Prospectus. Each Warrant is exercisable to purchase one Class A Restricted Voting Share (which, following the closing of the Qualifying Transaction, will become one subordinate voting share of BRND) at a price of U.S.$11.50 per share.
BRND’s board of directors is comprised of Jonathan Sandelman (Chairman), Sean Goodrich and Charles Miles, and its management team is comprised of Louis Karger (Chief Executive Officer) and Carmelo Marrelli (Chief Financial Officer).
Mercer Park CB GP II, LLC, the general partner of Mercer Park, beneficially owns or controls, an aggregate of (i) 10,178,750 Class B Shares (including 10,069,750 Founders’ Shares (as defined in the Final Prospectus) and including the 109,000 Class B Shares forming part of the 109,000 Class B units (“Class B Units“)), representing 20.18% of the issued and outstanding shares (assuming no Class A Restricted Voting Units are purchased by the Sponsor in the Offering), (ii) an aggregate of 109,000 Class B Units, representing 100% of the issued and outstanding Class B Units, and (iii) an aggregate of 9,810,000 Founders’ Warrants (as defined in the Final Prospectus), representing 100% of the issued and outstanding Founders’ Warrants. The Class B Shares were acquired by the Sponsor, Sean Goodrich and Charles Miles (or persons or companies controlled by them) (collectively with the Sponsor, the “Founders“), which took place through private agreement and not through the facilities of any stock exchange or any other marketplace, for approximately U.S.$0.0025 per share (or U.S.$25,000 in total), the Founders’ Warrants were acquired by the Sponsor for U.S.$1.00 per Founders’ Warrant (or U.S.$9,810,000 in total), and the Class B Units were acquired by the Sponsor for U.S.$10.00 per Class B Unit (or U.S.$1,090,000 in total). In addition, the other Founders (excluding the Sponsor) own an aggregate of 20,000 Class B Shares (comprised of 20,000 Class B Shares and no Class B Units or Founders’ Warrants), which, assuming no Class A Restricting Voting Units are purchased by such Founder in the Offering, representing 0.040% of the issued and outstanding shares.
The Sponsor’s position in BRND was acquired for investment purposes. The Sponsor is restricted from selling its Class B Shares, Class B Units (including the underlying securities, each consisting of one Class B share and one-half of a Warrant) Founders’ Shares and Founders’ Warrants, as described in the Final Prospectus. The Sponsor may purchase and/or sell any Class A Restricted Voting Units, Class A Restricted Voting Shares, and/or Warrants from time to time, subject to applicable law. In connection with the Offering, and as sponsor to BRND, the Sponsor entered into certain material agreements, all as described in the Final Prospectus.
Goodmans LLP is acting as Canadian legal counsel to BRND.
The Offering is only being made to the public by prospectus. A prospectus containing important information relating to these securities has been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada, except Quebec. Investors should read the prospectus before making an investment decision.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. A copy of the final prospectus is available on SEDAR at www.sedar.com.
About Mercer Park Brand Acquisition Corp.
BRND is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a Qualifying Transaction.
About Mercer Park CB II, L.P.
Mercer Park is a limited partnership formed under the laws of Delaware that is indirectly controlled by Mercer Park, L.P., which is a privately-held family office based in New York, New York that is controlled by Jonathan Sandelman.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects BRND’s and Mercer Park’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond BRND’s or Mercer Park’s control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to the factors discussed under “Risk Factors” in the final prospectus of Mercer Park Brand Acquisition Corp. dated May 7, 2019. Neither BRND nor Mercer Park undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
SOURCE Mercer Park Brand Acquisition Corp.
Released May 13, 2019