Blackstone Products to Become a Publicly Traded Company Through a Business Combination With Ackrell SPAC Partners
Blackstone Products, an innovative and design-driven company that is redefining the outdoor cooking experience with griddle cooking appliances and accessories, and Ackrell SPAC Partners I Co.(Nasdaq: ACKIU), a publicly-traded special purpose acquisition company, announced today that they have entered into a definitive business combination agreement that will result, subject to the satisfaction or waiver of certain closing conditions, in Blackstone becoming a public company. 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.
Blackstone Products, headquartered in Logan, UT, is fundamentally redefining how people cook outdoors. The company specializes in outdoor griddles which allow users to cook a wider variety of foods faster and more often. Blackstone’s robust product line features innovative and easy-to-use griddles, accessories and consumables that enhance outdoor cooking and make it more enjoyable and accessible to all for every meal. Blackstone believes in helping people create an experience with food that brings family and friends together.
The business combination implies a pro forma enterprise valuation for Blackstone of $900 million, or approximately 11.1x 2022 estimated adjusted EBITDA. The transaction will provide approximately $95 million in estimated gross proceeds to the Company, assuming no redemption by Ackrell shareholders, including a PIPE of $31 million common stock at $10.00 per share and $111 million of convertible notes due 2027 (the “Notes”), 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 $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 the second quarter of 2022, subject to, among other things, the approval by Ackrell shareholders, satisfaction or waiver of the conditions stated in the business combination agreement, and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and approval by The Nasdaq Stock Market to list the securities of the combined company.
In connection with the transaction, Ackrell has deposited an extension payment of $1,380,000 into the trust account for its public stockholders enabling Ackrell to extend the period of time it has to consummate its initial business combination by three months from December 23, 2021 to March 23, 2022. Ackrell SPAC Sponsors I LLC, a Delaware limited liability company and the sponsor of Ackrell, loaned the extension payment to Ackrell using funds received under a third party loan from Blackstone.
Nomura Securities International, Inc. (“Nomura”) is acting as sole financial advisor to Ackrell. Nomura and Barclays Capital Inc. (“Barclays”) are acting as Capital Markets Advisors to Ackrell and as placement agents for the PIPE financing. Ackrell Capital, LLC is acting as financial advisor to Blackstone.
O’Melveny & Myers LLP is acting as legal advisor to the Company. Ellenoff Grossman & Schole LLP is acting as legal advisor to Ackrell. Sidley Austin LLP is acting as legal advisor to the placement agents.Read more