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Bright Lights Acquisition Corp.

Bright Lights Acquisition Corp.

Dec 18, 2020 by Kristi Marvin

The below-announced combination was terminated on 8/18/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: MANSCAPED [Terminated]

ENTERPRISE VALUE: $1.001 billion
ANTICIPATED SYMBOL: MANS

Bright Lights Acquisition Corp. proposes to combine with MANSCAPED, a leading men’s lifestyle consumer brand, and male grooming category creator.

MANSCAPED was founded in 2016 and quickly rose to become a preferred brand among consumers and celebrities alike as the pioneer of men’s below-the-waist grooming, commonly referred to as “manscaping.” By focusing on the needs of what had, for too long, been a sensitive and often taboo subject, MANSCAPED sparked a fresh conversation and defined a massive market within the $70 billion global men’s grooming industry.

The revolutionary brand produces a diversified line of precision-engineered tools, unique formulations, and accessories that are intelligently designed to introduce and elevate a whole new self-care routine. This notion, combined with MANSCAPED’s mission to help men level up and be the best version of themselves, is now a proven and highly adopted concept around the world.

As a digitally native brand, MANSCAPED has scaled into a true omnichannel lifestyle business in a short amount of time. Along the way, the global grooming leader has produced significant accomplishments including launching in 38 countries with international sales tracking with its successful U.S. trajectory, creating a top-notch and rapidly growing subscription program, and boasting thousands of disruptive displays in retail giants like Target, Best Buy, and Macy’s.

Further, they’ve established and maintained high-profile partnerships with dozens of celebrated professional athletes, including Rob Gronkowski and Alex Caruso, and iconic sports organizations such as UFC®, NASCAR, and the San Francisco 49ers. Their presence extends to top Hollywood stars, with fans including Channing Tatum who will become an investor and another creative content partner for the Company as part of the transaction.

TERMINATION – 8/18/22 – LINK

  • On August 15, 2022, BLTS received a letter from Manscaped purporting to terminate the BCA.
  • On August 18, 2022, the parties to the BCA entered into a Mutual Termination and Release Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the BCA, effective immediately.
  • Pursuant to the Termination Agreement, BLTS and Manscaped have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Contemplated Business Combination.
  • Manscaped has also agreed to pay BLTS the sum of $1.0 million, with $350,000 due on the date of the Termination Agreement, $216,666.66 due on each of the first and second anniversaries of the Termination Date, and $216,666.68 due on the third anniversary of the Termination Date.

SUBSEQUENT EVENT – (8-K LINK)

  • On January 10, 2022, the parties to the BCA entered into the First Amendment to Business Combination Agreement (the “BCA Amendment”).
    • On January 10, 2022, the parties to the BCA entered into the First Amendment to Business Combination Agreement (the “BCA Amendment”). The BCA Amendment provides that the size of the earnout is reduced from 38,270,000 shares of ParentCo Class A Common Stock to 22,244,958, such that, if the registration statement filed in connection with the parties’ business combination is not effective by February 15, 2022.
  • On January 10, 2022, the parties to the Sponsor Support Agreement entered into the First Amendment to Sponsor Support Agreement (the “SSA Amendment”). Pursuant to the SSA Amendment, the definition of “Earnout Strategic Transaction Price,” which is the price used to determine whether the shares owned by the Sponsor that, as part of the transactions contemplated by the BCA, as amended, are to be subjected to potential forfeiture to ParentCo for no consideration until the occurrence of certain earnout vesting conditions (such shares, the “Sponsor Earnout Shares”), will vest in connection with certain transactions, was amended such that the Sponsor Earnout Shares to be issued are to be taken into account when determining the Earnout Strategic Transaction Price.

TRANSACTION

  • The business combination implies an enterprise valuation for MANSCAPED of $1 billion, or approximately 2.6x 2022 revenue.
  • The transaction will provide $305 million in gross proceeds to the Company, assuming no redemption by Bright Lights shareholders, including a $75 million fully committed common stock PIPE at $9.20 per share from investors that include:
    • Funds managed by UBS O’Connor, Shaolin Capital Management, Signia Venture Partners, Guggenheim Investments, Endeavor, and an affiliate of Saban Capital Group LLC.
  • 100% of MANSCAPED’s shareholders will roll their equity holdings into the newly public company.
  • After closing, assuming no redemptions, the Company expects to have $235 million on the balance sheet and no debt.

Bright Lights Transaction Overview

PIPE

  • $75 million fully committed common stock PIPE at $9.20 per share from investors that include:
    • Funds managed by UBS O’Connor, Shaolin Capital Management, Signia Venture Partners, Guggenheim Investments, Endeavor, and an affiliate of Saban Capital Group LLC.

SPONSOR SUPPORT AGREEMENT

  • Subsequent Event – On January 10, 2022, the parties to the Sponsor Support Agreement entered into the First Amendment to Sponsor Support Agreement (the “SSA Amendment”). Pursuant to the SSA Amendment, the definition of “Earnout Strategic Transaction Price,” which is the price used to determine whether the shares owned by the Sponsor that, as part of the transactions contemplated by the BCA, as amended, are to be subjected to potential forfeiture to ParentCo for no consideration until the occurrence of certain earnout vesting conditions (such shares, the “Sponsor Earnout Shares”), will vest in connection with certain transactions, was amended such that the Sponsor Earnout Shares to be issued are to be taken into account when determining the Earnout Strategic Transaction Price.
  • Pursuant to the Sponsor Support Agreement, the Sponsor also agreed that, immediately prior to the consummation of the ParentCo Merger (but subject to the prior satisfaction of all of the conditions to Closing), Sponsor will contribute, transfer, assign, convey and deliver to BLTS all of its 5,630,000 outstanding shares of BLTS Class B Common Stock, and in exchange, BLTS will issue to Sponsor 5,055,000 shares of BLTS Class A Common Stock.
  • The Sponsor also agreed to subject 1,035,000 shares of its ParentCo common stock (the “Sponsor Earnout Shares”), which are comprised of two equal tranches (the “First Target Sponsor Earnout Shares” and the “Second Target Sponsor Earnout Shares,” respectively), to potential forfeiture to ParentCo for no consideration until the occurrence of certain earnout vesting conditions.
    • If at any time during the period beginning on the Closing Date and ending five years after the Closing Date (such period, the “Sponsor Earnout Period”), the closing share price of ParentCo Class A Common Stock for 20 out of any 30 consecutive trading days equals or exceeds $12.50, then the First Target Sponsor Earnout Shares, or if such price equals or exceeds $15.00 per share, then the Second Target Sponsor Earnout Shares, will immediately vest and no longer be subject to forfeiture.
  • If upon the expiration of the Sponsor Earnout Period, either such condition has not been met, any Sponsor Earnout Shares that failed to vest will be automatically forfeited and transferred to ParentCo for no consideration.
  • Additionally, in the event that there is an Earnout Strategic Transaction during the Sponsor Earnout Period, then, to the extent that the holders of shares of ParentCo Class A Common Stock receive a price per share of ParentCo Class A Common Stock (such price, the “Earnout Strategic Transaction Price”) that is greater than or equal to the applicable ParentCo trading price described above, any Sponsor Earnout Shares that have not previously vested will be deemed to have vested to the extent that such Sponsor Earnout Shares would have vested if the ParentCo trading price had been the Earnout Strategic Transaction Price for any 20 trading days within any period of 30 trading days during the Sponsor Earnout Period immediately prior to the closing of such transaction.

LOCK-UP

  • No Lock-Up listed.

EARNOUT

  • Subsequent Event – On January 10, 2022, the parties to the BCA entered into the First Amendment to Business Combination Agreement (the “BCA Amendment”). BCA Amendment provides that the size of the earnout is reduced from 38,270,000 shares of ParentCo Class A Common Stock to 22,244,958.
  • The earnout milestones are as follows:
    • (A) if the closing share price of ParentCo Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period commencing on or after the 150th day after the date on which the Closing takes place (the “Closing Date”) and ending on or prior to the five-year anniversary of the Closing Date (such period, the “Earnout Period”)
    • (B) if the closing share price of ParentCo Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period
    • (C) if the closing share price of ParentCo Class A Common Stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.
  • The $12.50, $15.00 and $17.50 share price milestones, respectively, shall also be deemed to have been achieved if
    • (1) after the Closing Date and prior to the five-year anniversary of the Closing Date, there is a merger, consolidation, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution, or other similar transaction with respect to ParentCo and its subsidiaries, taken as a whole, whereby all or substantially all of the holders of the outstanding shares of ParentCo Class A Common Stock have such shares converted, exchanged or otherwise replaced with the right to receive cash, securities or other property (an “Earnout Strategic Transaction”), or a definitive agreement providing therefor has been entered into during such time and such transaction is ultimately consummated, and
    • (2) the per share value of the consideration to be received in such transaction equals or exceeds $12.50, $15.00 or $17.50 per share, respectively. Earnout shares or units in respect of each milestone may be issued and earned only once. A total of 38,270,000 shares of ParentCo Class A Common Stock shall be subject to the earnout, taking into account both the ParentCo Earnout and the Manscaped Earnout (on an as-converted to ParentCo Class A Common Stock basis).

NOTABLE CONDITIONS TO CLOSING

  • The obligations of Manscaped to consummate the Business Combination are subject to the aggregate proceeds of any other equity financing of BLTS or ParentCo entered into between the date of the Business Combination Agreement and the Closing, being equal to or greater than $75 million.

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement contains certain termination rights, including if the Closing has not occurred on or before June 22, 2022.

ADVISORS

  • Moelis & Company LLC is acting as financial advisor to Bright Lights.
  • Jefferies LLC and Deutsche Bank Securities Inc. are acting as Capital Markets Advisors to Bright Lights.
  • Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Bright Lights.
  • Jefferies LLC, Moelis & Company LLC and Deutsche Bank Securities Inc. served as placement agents for the PIPE financing.
  • Paul Hastings LLP served as legal advisor to the placement agents.
  • Financo Raymond James is acting as financial advisor to MANSCAPED.
  • Buchalter, P.C. is acting as legal advisor to MANSCAPED.

MANAGEMENT & BOARD

Executive Officers

Michael Mahan, 44
Chief Executive Officer and Director

Mr. Mahan is currently the Vice Chairman (advisory role) for dick clark productions (dcp), previously having served as Chief Executive Officer and/or President of the company for the past seven years. Prior to dick clark productions, Mr. Mahan was President of the TV Guide Network and tvguide.com. He joined the company in 2009 as Executive Vice President of Corporate Development before becoming President and led the organization on behalf of One Equity (JP Morgan) and Lionsgate. Prior to TV Guide, Mr. Mahan led corporate and business development efforts for dcp. He previously worked in private equity where Mr. Mahan led and managed a number of investments on behalf of Caisse de dépôt. Mr. Mahan also worked in digital media, specifically with eWanted.com and Checkout.com. He began his career as an investment banker at Bear Stearns after graduating from UCLA with a Bachelor of Science degree in Business and Economics. Mr. Mahan is currently an owner / investor in a number of media, sports, gaming and consumer companies, including: Los Angeles Football Club, Oklahoma City Dodgers, Axiomatic (Team Liquid), Epic Games, Aviation Gin, and LovePop.

Hahn Lee, 46
Chief Financial Officer and Secretary

Mr. Lee is an experienced corporate development and strategy executive and former senior equity research associate and investment banker. Mr. Lee has deep subject matter expertise in consumer Internet marketplaces and digital real estate technology having served as Executive Vice President of Business Development and Strategy for realtor.com from 2018 to May 2020 (after joining as SVP in 2015), the second largest digital real estate portal in the U.S. and division of News Corp (Nasdaq: NWS, NWSA). Earlier, Mr. Lee spent 20 years in the media and entertainment space, helping television networks and studios transition to digital business models. He started his career in the Corporate Alliances group at The Walt Disney Company. Mr. Lee also covered the digital media and video game sectors as a senior equity research associate at Jefferies and was an investment banker with Bear, Stearns. He is currently enrolled in the Advanced Management Program at Harvard Business School. Mr. Lee received his MBA from The Anderson School at UCLA and B.A. in Business-Economics from UCLA, where he graduated summa cum laude.

Board of Directors

Allen Shapiro, 73
Non-Executive Co-Chairman

Mr. Shapiro currently manages Celebrands, LLC, an investment firm launched in 2020 in partnership with Mr. Howard, which specializes in acquiring and building celebrity consumer brands. Mr. Shapiro and Mr. Howard, in their individual and collective capacities, have recently invested in notable celebrity-backed brands including, among others, Aviation Gin with Ryan Reynolds. In 2000, Mr. Shapiro founded Mosaic Media Group, a talent management and production company representing artists including Will Ferrell, Jim Carrey, Green Day, and Alanis Morissette and producing such films as Get Smart and The Dark Knight. While at Mosaic Media Group, Mr. Shapiro facilitated the leveraged buyout of dcp from Dick Clark, and ultimately became Chief Executive Officer of dcp. In 2007, Mosaic Media sold dcp to RedZone and Six Flags and later reacquired the business alongside Guggenheim Partners and Mandalay Entertainment in 2012. In addition to dcp, Mr. Shapiro also acquired the TV Guide Network with One Equity Partners and Lions Gate Entertainment Corp. in 2009, served as Chairman, and later sold the business to CBS Corporation. Mr. Shapiro received his undergraduate degree from the University of Wisconsin and his JD from Northwestern University School of Law.

John Howard, 68
Non-Executive Co-Chairman

Mr. Howard is a Co-Managing Partner of Irving Place Capital, a leading middle-market private equity firm. He has more than 30 years of private equity investing experience and has invested significant capital in the consumer products, retail, and industrial industries. In partnership with Mr. Shapiro, Mr. Howard also co-manages Celebrands. Mr. Howard founded the Bear Stearns Merchant Banking Group in 1997, which ultimately became Irving Place Capital in 2008. Prior to Irving Place Capital, Mr. Howard was the Co-Chief Executive Officer of Vestar Capital Partners, a private equity firm with a history of investments in the consumer sector. Previously, Mr. Howard was a Senior Vice President and Partner of Wesray Capital Corporation, one of the foremost private equity sponsors and a pioneer in the leveraged buyout business. Mr. Howard currently sits on the Board of Directors for rag & bone, Frame Denim, Good American, SKIMS, Veronica Beard, Bendon and Wolf & Shepherd. Mr. Howard previously served on the board of directors of RTW Tailwinds, Inc. (formerly known as New York & Company, Inc.) from 2005 to April 2020.

Ciara Wilson, 35
Director

Ms. Wilson is a Grammy Award-winning singer, songwriter and producer who released her latest album in 2019. She currently also serves as Founder and Chief Executive Officer of Beauty Marks Entertainment, a record and entertainment company she founded in 2017.

Peter Guber, 78
Director

Mr. Guber currently serves as Chairman and Chief Executive Officer of Mandalay Entertainment Group, a film and television development and production company, a role he has held since 1995, Prior to this, Mr. Guber served as Co-Chairman and Chief Executive Officer of Sony Pictures Entertainment from 1989 to 1995. Mr. Guber served in several other executive roles prior to his time with Sony Pictures Entertainment including as Chairman and Chief Executive Officer of PolyGram Filmed Entertainment from 1979 to 1983 and Co-Owner of the Guber-Peters Company from 1983 to 1989. Mr. Guber currently serves as the Chairman of Mandalay Sports Media and as the Co-Executive Chairman of aXiomatic, a broad-based esports and gaming company. Mr. Guber is also the co-owner of four professional sports teams including the Golden State Warriors, the Los Angeles Dodgers, the Los Angeles Football Club and Team Liquid. Mr. Guber earned his B.A. from Syracuse University and his J.D. and L.L.M. from New York University Law School.

Mark Shapiro, 50
Director

Since 2018, Mr. Shapiro has served as President of Endeavor, after serving as Co-President of William Morris Endeavor-International Management Group (“WME-IMG”) since 2016. He previously served as Chief Executive Officer and Executive Producer of Dick Clark Productions from 2010 to 2012. From 2005 to 2010, Mr. Shapiro served as Director, President and Chief Executive Officer of Premier International Holdings Inc. (“Six Flags”) after it was taken over by Red Zone LLC, where he served as Chief Executive Officer. Prior to Six Flags, Mr. Shapiro held various positions at ABC and ESPN, ending his tenure as Executive Vice President of Programming and Product at ESPN in 2005. Currently, Mr. Shapiro serves on the boards of directors of Live Nation Entertainment and Equity Residential, and is Chairman of the Board for Captivate Network. Mr. Shapiro received his B.A. in Communication Studies from the University of Iowa.

Selena Kalvaria, 34
Director

Since August 2020, Ms. Kalvaria has served as Chief Marketing Officer at Away, a global lifestyle brand transforming the entire travel experience, previously serving as Away’s Senior Vice President of Brand and Vice President of Brand Marketing from 2018 to August 2020. Prior to Away, Ms. Kalvaria served as Senior Director and Senior Brand Manager at Anheuser-Busch from 2015 to 2018. From 2013 to 2015, Ms. Kalvaria served as an Associate Brand Manager at Diageo. Ms. Kalvaria earned her Bachelor’s degree from Princeton University and her MBA from Harvard Business School.

 

ByKristi Marvin