- MANSCAPED, a leader and pioneer in men’s grooming, has entered
into a definitive business combination agreement with Bright Lights
Acquisition Corp. (Nasdaq:BLTS) (“Bright Lights”), led by Michael
Mahan, Allen Shapiro, John Howard, and Hahn Lee; MANSCAPED is led
by executive team Paul Tran, Kevin Datoo, Phillip Unthank, Ty Shay,
Chee Min Hong, and Marcelo Kertész
- The transaction implies a combined company enterprise value of
approximately $1 billion
- High-growth, profitable consumer lifestyle brand MANSCAPED, had
$285 million in trailing twelve-month (TTM) revenue and expects to
grow to over $500 million in TTM revenue by 2023 through
international growth and product expansion, furthering its lead in
the male self-care category
- The company’s profitable business model has allowed it to grow
from approximately $3 million in TTM revenue in Q1 2018 to $285
million in Q3 2021 while only utilizing $23 million of raised
equity
- MANSCAPED expects to receive up to $305 million in gross
transaction proceeds and will be debt-free at closing
- The transaction includes a fully committed $75 million PIPE
from a number of institutional investors, including: Funds managed
by UBS O’Connor, Shaolin Capital Management, Signia Venture
Partners and Guggenheim Investments; additional investors include
Endeavor, an affiliate of Saban Capital Group LLC, Bright Lights,
and certain MANSCAPED shareholders. 100% of MANSCAPED’s existing
shareholders will roll their equity into the combined company
- The transaction is expected to close in the first quarter of
2022 and is expected to be listed on the Nasdaq under the new
ticker symbol “MANS”
MANSCAPED™ (“MANSCAPED” or “the Company”), a leading
men’s lifestyle consumer brand and male grooming category creator,
and Bright Lights Acquisition Corp. (“Bright Lights”)
(Nasdaq:BLTS), a publicly-traded special purpose acquisition
company, announced today they have entered into a definitive
business combination agreement that will result in MANSCAPED
becoming a public company. Upon closing of the transaction, the
combined company will be renamed Manscaped Holdings, Inc. and
expects to apply to be listed on the Nasdaq under the new ticker
symbol “MANS.” The combined company will be led by Paul Tran (Bio),
Founder and Chief Executive Officer of MANSCAPED.
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.
But this is just the beginning as MANSCAPED fills an unmet need
for a lifestyle brand that speaks to men of all ages with grooming
products. Today, MANSCAPED resonates with men all over the world
with its humorous brand approach, viral marketing campaigns, and
popular premium products.
Investment Highlights
- Category Creator and Leader – MANSCAPED created the
market for men’s below-the-waist grooming and is a defining
lifestyle brand in men’s personal care with its unique brand value
and high customer loyalty supported by impressive marketing reach
and innovative products.
- Compelling and Scalable Business – Impressive,
industry-leading growth and product margin profile supported by
superior unit economics and a digitally native, omnichannel
platform with a high level of repeat purchase, including a
fast-growing subscription program.
- Multiple Paths to Growth – Continued global expansion
plan based on demonstrated success, penetration of large and
underserved addressable groin grooming market, and considerable
growth potential going beyond the groin into overall men’s personal
care, including hard goods and consumable products.
- Compelling Growth, Efficient Capital Deployment, and Robust
Financials – Generated significant revenue growth through
efficient use of capital with revenue run rate growing from $3
million to $285 million in three years while only using $23 million
in equity capital raised. During that time, MANSCAPED has garnered
over one million subscribers that have a 70% repeat purchase rate
within the first 12 months.
- Massive Total Addressable Market Opportunity – Target
demographic of over 900 million men worldwide representing an
underpenetrated $70 billion global male grooming market
opportunity.
- A True Omnichannel Brand – Products available across
multiple countries through online marketplaces, brick-and-mortar
retail, direct-to-consumer, and subscription.
Management Commentary
Paul Tran commented, “MANSCAPED was founded on delivering
much-needed grooming solutions for men but has since catapulted
into a full lifestyle brand with a multigenerational cult
following. We’re innovating beyond the groin with a robust product
roadmap that will continue to revolutionize the industry by
addressing all of men’s self-care needs. This further establishes
our status as a defining men’s lifestyle brand – and one that is
already admired by millions of lifelong fans worldwide.
“The process of going public is a crucial milestone in our
journey. The capital raised in this transaction will drive our
ability to serve more men in more markets around the world, while
also allowing us to grow the MANSCAPED routine into additional
personal care and lifestyle product spaces,” Paul continued. “We
are excited to be working with Bright Lights, and gratified that
our customers can now be owners of the company and more deeply
invested in our business.”
Michael Mahan, Chief Executive Officer of Bright Lights, who
will join MANSCAPED’s Board of Directors, said, “MANSCAPED has a
huge opportunity to capitalize on the sizable and growing men’s
self-care market by offering its unique line of grooming products.
Bright Lights sought to partner with an exceptional company that
could benefit from celebrity partnerships, and MANSCAPED’s proven
success and omnichannel platform company was the perfect
opportunity for two world-class teams to come together. We are
thrilled to partner with MANSCAPED and their team and look forward
to its future success as a publicly traded entity.”
Kevin Datoo, President of MANSCAPED, commented, “We see a
tremendous global market opportunity in front of us driven by the
exponential growth of this new, but immense segment. We have proven
ourselves as the market leader and creator of the below-the-waist
care category and are excited to continue to evolve our offerings
into the leading lifestyle brand for men’s self-care.”
Transaction Overview
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.
The Boards of Directors of both MANSCAPED and Bright Lights have
unanimously approved the transaction. The transaction will require
the approval of the shareholders of both MANSCAPED and Bright
Lights, and is subject to other customary closing conditions,
including the receipt of certain regulatory approvals. The
transaction is expected to close in the first quarter of 2022.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation and transcript of management commentary, will be
provided in a Current Report on Form 8-K to be filed by Bright
Lights with the Securities and Exchange Commission (“SEC”) and will
be available on the MANSCAPED’s Investor Relations page at
www.manscaped.com and at www.sec.gov.
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.
About MANSCAPED™
Founded by Paul Tran in 2016, San Diego, California-based
MANSCAPED™ is the leading men’s lifestyle consumer brand and male
grooming category creator trusted by over four million men
worldwide. The product range includes a diversified line of premium
tools, formulations, and accessories that are intelligently
designed to introduce a whole new self-care routine for men.
MANSCAPED offers a one-stop-shop at manscaped.com and
direct-to-consumer shipping in 38 countries spanning the United
States, Canada, Australia, New Zealand, the United Kingdom, the
European Union, Norway, Switzerland, Singapore, South Africa, the
United Arab Emirates, and the Kingdom of Saudi Arabia. Select
products and unique bundles can also be found on Amazon with Prime
and pickup options available. Retail placement includes Target,
Best Buy and Macy’s stores throughout the U.S. and Hairhouse
locations in Australia. For more information, visit
www.manscaped.com or follow on Facebook, Instagram, Twitter, TikTok
and YouTube.
About Bright Lights Acquisition Corp.
Bright Lights is a blank check company that was formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. Bright Light's efforts to
identify a prospective target business are not limited to a
particular industry or geographic region, but Bright Lights intends
to focus on businesses operating in the consumer products and
media, entertainment and sports sectors. Bright Lights is led by
Chief Executive Officer, Michael Mahan, Co-Chairmen Allen Shapiro
and John Howard and Chief Financial Officer, Hahn Lee. For more
information, visit https://www.brightlightsacquisition.com/.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Bright Lights and MANSCAPED. This press release does not constitute
an offer to sell or exchange, or the solicitation of an offer to
buy or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the Transactions described herein, Bright Lights or Bright
Lights Parent Corp. intends to file relevant materials with the
SEC, including a registration statement on Form S-4, which will
include a proxy statement/prospectus. The proxy
statement/prospectus will be sent to all Bright Lights
stockholders. Bright Lights or Bright Lights Parent Corp. will also
file other documents regarding the proposed transactions with the
SEC. Before making any voting or investment decision, investors
and security holders of Bright Lights are urged to read the
registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed transactions as they become
available because they will contain important information about the
proposed transactions.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Bright Lights
or Bright Lights Parent Corp. through the website maintained by the
SEC at www.sec.gov or by directing a request to Bright Lights via
email at info@brightlightsacquisition.com or calling
310-421-1472.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transactions and shall not constitute
an offer to sell or a solicitation of an offer to buy the
securities of Bright Lights or MANSCAPED, nor shall there be any
sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
Participants in the Solicitation
Bright Lights and MANSCAPED and their respective directors and
executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Bright Lights’
shareholders in connection with the business combination. Investors
and security holders may obtain more detailed information regarding
the names and interests in the business combination of Bright
Lights’ directors and officers in Bright Lights’ filings with the
SEC, including Bright Lights’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 filed with the SEC on March 31,
2021. To the extent that holdings of Bright Lights’ securities have
changed from the amounts reported in Bright Lights’ Annual Report
on Form 10-K, such changes have been or will be reflected on
Statements of Changes in Beneficial Ownership on Form 4 filed with
the SEC. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
Bright Lights’ shareholders in connection with the business
combination will be set forth in the proxy statement/prospectus
filed as part of the Registration Statement on Form S-4 for the
business combination, which is expected to be filed by Bright
Lights Parent Corp. with the SEC.
This press release is not a substitute for any registration
statement or for any other document that Bright Lights or MANSCAPED
may file with the SEC in connection with the business combination.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain free copies of other
documents filed with the SEC by Bright Lights through the website
maintained by the SEC at www.sec.gov. INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR
ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Caution Concerning Forward-Looking Statements
Certain statements included in this press release are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words
does not mean that a statement is not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other financial and
performance metrics and projections of market opportunity. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of MANSCAPED’s management and are not predictions of actual
performance. There may be additional risks that neither Bright
Lights nor MANSCAPED presently know or that Bright Lights and
MANSCAPED currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Bright Lights’ and MANSCAPED’s expectations, plans or
forecasts of future events and views as of the date of this press
release. Bright Lights and MANSCAPED anticipate that subsequent
events and developments will cause Bright Lights’ and MANSCAPED’s
assessments to change. However, while Bright Lights and MANSCAPED
may elect to update these forward-looking statements at some point
in the future, Bright Lights and MANSCAPED specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing Bright Lights’ and MANSCAPED’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211123005563/en/
Investors Bruce Williams
Managing Director, ICR ManscapedIR@icrinc.com 332-242-4303
Media Allison Frazier
Director of Communications, MANSCAPED™ allison@manscaped.com
925-216-2791
Keil Decker Managing Director, ICR ManscapedPR@icrinc.com
646-677-1854
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