BRC Inc., a Delaware public benefit corporation (the “Company”), previously entered into a Business Combination Agreement, dated as of November 2, 2021, as amended by the First Amendment to Business Combination Agreement, dated as of January 4, 2022 (as so amended, the “Business Combination Agreement”), each by and among the Company, SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), SBEA Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub 1”), BRCC Blocker Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of SilverBox (“Merger Sub 2”), Authentic Brands LLC, a Delaware limited liability company (“Authentic Brands”) and the parent company of Black Rifle Coffee Company LLC, a Delaware limited liability company (“BRCC”), and Grand Opal Investment Holdings, Inc., a Delaware corporation and holder of equity interests in Authentic Brands (“Blocker”).
On February 9, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement, among other transactions, (i) SilverBox merged with and into Merger Sub 1 (the “SilverBox Merger”), with Merger Sub 1 surviving the SilverBox Merger as a direct wholly-owned subsidiary of the Company, and (ii) immediately following the SilverBox Merger, Merger Sub 2 merged with and into Blocker (the “Blocker Merger” and, together with the SilverBox Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Blocker surviving as a wholly-owned subsidiary of Merger Sub 1 and (iii) Authentic Brands issued controlling membership interests to the Company in exchange for cash. On February 10, 2022, Blocker was merged with and into Merger Sub 1, with Merger Sub 1 surviving the merger, as contemplated by the Business Combination Agreement. As a result of these transactions, the Company is the managing member of, and holds all of the voting securities in, Authentic Brands in a traditional Up-C structure and Authentic Brands is the direct parent of BRCC.
The Annual Report on Form 10-K for the year ended December 31, 2021 for Merger Sub (formerly SilverBox) was filed by Merger Sub with the SEC on March 16, 2022, and contains a description of the blank check company prior to the consummation of the Business Combination. This Annual Report on Form 10-K describes the operations of the Company, operating under Authentic Brands prior to the Business Combination, and contains the financial results of Authentic Brands for the period before the Business Combination through December 31, 2021.
Further information regarding the Business Combination is set forth in (1) our proxy statement/prospectus filed with the SEC on January 13, 2022 and (2) our Current Report on Form 8-K filed with the SEC on February 10, 2022.
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Unless otherwise stated in this Annual Report or the context otherwise requires, references to:
“Authentic Brands” means Authentic Brands LLC, a Delaware limited liability company, subsidiary of the Company solely managed by the Company and the indirect parent of BRCC, the subsidiary through which the Company conducts substantially all of its business.
“Backstop Investment” means that certain private placement in the aggregate amount of $100.0 million, consummated substantially concurrently with the consummation of the Business Combination, pursuant to those certain PIPE Subscription Agreements with SilverBox, under which the PIPE Investors purchased 10.0 million shares of SilverBox Class C Common Stock at a purchase price of $10.00 per share, which shares were then exchanged for Class A Common Stock of the Company in connection with the Business Combination.
“Backstop Shares” means an aggregate of 10.0 million shares of SilverBox Class C Common Stock issued to the PIPE Investors pursuant to the PIPE Subscription Agreements in connection with the Backstop Investment, which shares were then exchanged for Class A Common Stock of the Company in connection with the Business Combination.
“Blocker” means Grand Opal Investment Holdings, Inc., a Delaware corporation.
“Board” means the board of directors of the Company.
“BRCC” means Black Rifle Coffee Company LLC, a Delaware limited liability company and wholly-owned subsidiary of Authentic Brands.
“BRCC Founder” means Evan Hafer, an individual.
“BRCC Fund” means Authentic Brands’ 501(c)(3) nonprofit organization.
“Business Combination” means the transactions contemplated by the Business Combination Agreement.
“Business Combination Agreement” means the Business Combination Agreement, dated as of November 2, 2021, by and among SilverBox, the Company, Merger Sub 1, Merger Sub 2, Authentic Brands and Blocker, as amended by that certain First Amendment to Business Combination Agreement, dated as of January 4, 2022.
“Bylaws” means the Amended and Restated By-Laws of the Company as adopted on February 8, 2022.
“Charter” means the Amended and Restated Certificate of Incorporation of the Company as executed on February 8, 2022.
“Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of the Company.
“Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of the Company.
“Class C Common Stock” means, as applicable the shares of Class C non-voting common stock, par value $0.0001 per share, of the Company, which Class C Common Stock are divided into two series as follows: 750,000 shares of Series C-1 Common Stock, par value $0.0001 per share, of the Company (“Series C-1 Common Stock”) and 750,000 shares of Series C-2 Common Stock, par value $0.0001 per share, of the Company (“Series C-2 Common Stock”).”
“Closing” means the consummation of the Business Combination.
“Closing Date” means February 9, 2022.
“Common Stock” means the Class A Common Stock, Class B Common Stock and Class C Common Stock.
“Common Units” mean the units of Authentic Brands designated as “Common Units” in the LLC Agreement.
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“Company” means BRC Inc., a Delaware public benefit corporation, and its consolidated subsidiaries, as the case may be.
“DGCL” means the Delaware General Corporation Law.
“EIP” means the Company’s 2022 Omnibus Incentive Plan.
“Engaged Capital” means Engaged Capital, LLC, a Delaware limited liability company and member of the Sponsor, and its affiliates.
“Engaged Capital Investors” means the investment funds and accounts managed by Engaged Capital subscribing for Forward Purchase Shares.
“ESPP” means the Company’s 2022 Employee Stock Purchase Plan.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“First Tier Vesting Event” means the first day on which the VWAP of the Class A Common Stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period commencing at any time on or after the Closing Date; provided that, the reference to $15.00 shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the effective date of the LLC Agreement.
“Forward Purchase Agreement” means the Amended and Restated Forward Purchase Agreement, dated November 2, 2021, by and among SilverBox, Authentic Brands and Engaged Capital, in its capacity as investment advisor on behalf of the Engaged Capital Investors, pursuant to which the Engaged Capital Investors purchased an aggregate of 10.0 million shares of SilverBox Class C Common Stock at a purchase price of $10.00 per share or an aggregate purchase price of $100.0 million, which shares were then exchanged for Class A Common Stock of the Company in connection with the Business Combination.
“Forward Purchase Investment” means that certain private placement in the aggregate amount of $100.0 million consummated substantially concurrently with the consummation of the Business Combination, pursuant to the Forward Purchase Agreement with SilverBox, under which the Engaged Capital Investors purchased 10.0 million shares of SilverBox Class C Common Stock at a purchase price of $10.00 per share, which shares were then exchanged for Class A Common Stock of the Company in connection with the Business Combination.
“Forward Purchase Shares” means the shares of Class A Common Stock issued in connection with the Forward Purchase Agreement.
“Full Vesting Event” means, with respect to the Restricted Common Units, a change of control transaction or liquidation of Authentic Brands.
“LLC Agreement” means that certain Third Amended and Restated Limited Liability Company Agreement of Authentic Brands, dated as of February 9, 2022.
“Merger Sub 1” means SBEA Merger Sub LLC, a Delaware limited liability company.
“Merger Sub 2” means BRCC Blocker Merger Sub LLC, a Delaware limited liability company.
“NYSE” means the New York Stock Exchange.
“Partial Vesting Event” means (a) with respect to 50% of any Authentic Brands member’s Restricted Common Units held as of the date of a First Tier Vesting Event, the First Tier Vesting Event; provided that, a First Tier Vesting Event shall not occur more than once; or (b) with respect to the remaining 50% of any Authentic Brands member’s Restricted Common Units held as of the date of a First Tier Vesting Event (in each case after giving effect to any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise)), the Second Tier Vesting Event.
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