Item 1.01. Entry into a Material Definitive Agreement.
On January 18, 2023, PLBY Group, Inc. (the "Company") entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement") with purchasers led by
Michael Serruya at Serruya Private Equity and Broadband Capital Investments (the
"Purchasers") for the sale of up to $25 million of shares of common stock of the
Company, par value $0.0001 per share (the "Common Stock" and, such investment,
the "Investment"). The number of shares purchased by the Purchasers in the
Investment (or issued to the Purchasers in respect of the commitment fee
described below) will be limited as necessary to comply with applicable Nasdaq
rules. The closing of the Investment is subject to certain closing conditions
set forth in the Securities Purchase Agreement, including the closing of the
Company's previously announced rights offering (the "Rights Offering").
Pursuant to the terms and subject to the conditions of the Securities Purchase
Agreement, the Purchasers have agreed to purchase $15.0 million of shares of
Common Stock (the "Initial Investment") and, to the extent that the Rights
Offering is not fully subscribed, up to an additional $10.0 million (the
"Backstop Investment") of shares of Common Stock, in each case at the
Subscription Price (as defined below) for the Rights Offering. The Subscription
Price for the Rights Offering is a price per whole share of Common Stock equal
to the lesser of (i) $3.50 (the "Initial Price") and (ii) eighty-five percent
(85%) of the VWAP (as defined below) of a share of Common Stock for the ten
trading day period through and including January 20, 2023 (the lesser of (i) and
(ii), the "Subscription Price"), as further described in, and subject to the
terms and other provisions set forth in, the Company's prospectus supplement
filed with the Securities and Exchange Commission (the "SEC") on January 9, 2023
(as it may be amended or supplemented). "VWAP" means, for any trading day, the
volume-weighted average price of a share of Common Stock on the Nasdaq Global
Market ("Nasdaq"), as reported by Bloomberg L.P. between 9:30 a.m. and 4:00
p.m., Eastern Time, on such date.
Pursuant to the Securities Purchase Agreement, the Company will also pay to the
Purchasers (in cash or in additional shares of Common Stock at the Subscription
Price, or a combination thereof, at the election of each Purchaser), at the
closing of the Initial Investment, a commitment fee equal to $1.25 million,
regardless of the aggregate amount purchased by the Purchasers (except that, if
the Securities Purchase Agreement is terminated in accordance with its terms,
the commitment fee will be payable only in additional shares of Common Stock at
a price equal to the greater of (i) $2.50 and (ii) the Subscription Price).
While the Backstop Investment will be consummated only to the extent that the
Rights Offering is not fully subscribed, the Initial Investment will be
consummated upon the closing of the Rights Offering even if the Rights Offering
is fully subscribed. Therefore, the Investment, together with the Rights
Offering, could result in the issuance by the Company of more than $50 million
of Common Stock at the Subscription Price. Additionally, the commitment fee, if
paid in the form of additional shares of Common Stock, would result in the
issuance of additional shares of Common Stock. As a result, holders of Common
Stock, including holders of subscription rights, may suffer further dilution as
a result of the Investment and the issuance of additional shares of Common Stock
for payment of the commitment fee, in addition to the dilution resulting from
the Rights Offering. If the Rights Offering is fully subscribed and the
commitment fee is paid only in additional shares of Common Stock, the Company
expects to issue a maximum of 18,928,571 shares of Common Stock, in the
aggregate, subject to rounding, in connection with the Rights Offering, the
Initial Investment and the payment of the commitment fee, resulting in a total
of 65,490,375 shares of Common Stock outstanding (based on 46,561,804 shares of
Common Stock issued and outstanding as of December 16, 2022), in each case,
assuming the Subscription Price is the Initial Price. To the extent that the
Subscription Price is lower than the Initial Price, the maximum number of shares
of Common Stock issuable would be higher and the total number of shares of
Common Stock outstanding after the Rights Offering, the Investment and the
payment of the commitment fee may be higher.
The Securities Purchase Agreement contains customary representations and
warranties and agreements of the Company and the Purchasers and customary
indemnification rights and obligations of the parties.
The Company intends to use the net proceeds from the Investment, together with
any proceeds from the Rights Offering, primarily for repayment of senior debt
under its credit agreement and, to the extent of any remaining net proceeds, for
general corporate purposes. As previously disclosed, in accordance with the
credit agreement, (i) if the Company prepays an additional $25 million of
borrowings under the credit agreement (for an aggregate prepayment of $50
million, inclusive of the $25 million mandatory prepayment made in December
2022), the Company's compliance with the Total Net Leverage Ratio (as defined in
the credit agreement) for all of 2023 would be waived, and the Total Net
Leverage Ratio covenant levels would be adjusted accordingly in subsequent
periods, and (ii) if the Company prepays an additional $40 million of borrowings
under the credit agreement (for an aggregate prepayment of $65 million,
inclusive of the mandatory prepayment), the Company's compliance with the Total
Net Leverage Ratio covenant for all of 2023 and the first quarter of 2024 would
be waived, and the Total Net Leverage Ratio covenant levels would be adjusted
accordingly in subsequent periods.
Suhail Rizvi, the Company's Chairman and Managing Director of Rizvi Traverse
Management, the largest beneficial owner of the Company's Common Stock; Ben
Kohn, the Company's Chief Executive Officer; and funds managed by affiliates of
Fortress Investment Group LLC, a significant Company stockholder, have each
indicated to the Company on a non-binding basis that they intend to participate
in the rights offering.
The shares of Common Stock offered pursuant to the Rights Offering and to be
issued pursuant to the Investment are being offered and issued pursuant to the
Company's existing effective shelf registration statement on Form S-3 (Reg. No.
333-267273) on file with the SEC.
Jefferies LLC is acting as the dealer manager in connection with the Rights
Offering and the exclusive placement agent for the Investment.
A copy of the form of the Securities Purchase Agreement is filed as Exhibit 10.1
hereto. The foregoing description of the Securities Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Securities Purchase Agreement.
Item 8.01. Other Events.
On January 18, 2023, the Company issued a press release regarding the
Investment. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
This report includes "forward-looking statements" within the meaning of the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. The Company's actual results may differ from their
expectations, estimates, and projections and, consequently, you should not rely
on these forward-looking statements as predictions of future events. Words such
as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions (or the negative versions of
such words or expressions) are intended to identify such forward-looking
statements. These forward-looking statements include all statements other than
historical fact, including, without limitation, statements regarding the Rights
Offering, the Investment, the Securities Purchase Agreement, the commitment fee,
the anticipated proceeds from the Rights Offering and the Investment and the use
of such proceeds, and the Company's plans, projections and expectations
regarding the Rights Offering, including the size, timing, price, and any
intended participation of certain persons.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from those discussed in
the forward-looking statements. Factors that may cause such differences include
prevailing market conditions, whether stockholders of record will exercise their
rights to purchase Common Stock and the amount subscribed, and whether the
Company will be able to successfully complete the Rights Offering and the
Investment, in addition to (without limitation): (1) the impact of the COVID-19
pandemic on the Company's business and acquisitions; (2) the inability to
maintain the listing of the Common Stock on Nasdaq; (3) the risk that the
Company's business combination, acquisitions or any proposed transactions
disrupt the Company's current plans and/or operations, including the risk that
the Company does not complete any such proposed transactions or achieve the
expected benefits from them; (4) the ability to recognize the anticipated
benefits of the business combination, acquisitions, commercial collaborations,
commercialization of digital assets and proposed transactions, which may be
affected by, among other things, competition, the ability of the Company to grow
and manage growth profitably, and retain its key employees; (5) costs related to
being a public company, acquisitions, commercial collaborations and proposed
transactions; (6) changes in applicable laws or regulations; (7) the possibility
that the Company may be adversely affected by global hostilities, supply chain
disruptions, inflation, interest rates, foreign currency exchange rates or other
economic, business, and/or competitive factors; (8) risks relating to the
uncertainty of the projected financial information of the Company; (9) risks
related to the organic and inorganic growth of the Company's business, and the
timing of expected business milestones; and (10) other risks and uncertainties
indicated from time to time in the Company's annual report on Form 10-K,
including those under "Risk Factors" therein, and in the Company's other filings
with the SEC. The Company cautions that the foregoing list of factors is not
exclusive, and readers should not place undue reliance upon any forward-looking
statements, which speak only as of the date which they were made. The Company
does not undertake any obligation to update or revise any forward-looking
statements to reflect any change in its expectations or any change in events,
conditions, or circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
10.1 Securities Purchase Agreement, dated January 18, 2023
99.1 Press Release, dated January 18, 2023
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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