Blue Apron Holdings, Inc. (NYSE: APRN) announced today that its
board of directors has fixed a record date for its previously
announced proposed fully backstopped equity rights offering, which
represents $45.0 million of its planned $78.0 million capital
raise, each as disclosed in the Form 8-K filed with the U.S.
Securities and Exchange Commission (“SEC”) on September 15,
2021.
Under the terms of the rights offering, the company will
distribute non-transferable subscription rights to each holder of
its Class A common stock (as well as the holders of certain
warrants issued to the company’s lenders), as outlined below, held
as of the close of business on October 8, 2021, the record date for
the rights offering. The subscription period for the rights
offering is expected to commence October 12, 2021, and to terminate
at 5:00 p.m. Eastern Time on October 28, 2021.
All holders of Blue Apron Class A common stock (as well as the
holders of certain warrants issued to the company’s lenders) as of
the record date will have the opportunity to participate in the
$45.0 million proposed rights offering on a pro rata basis. Each
eligible securityholder will receive one subscription right per
share of Class A common stock owned (or, in the case of holders of
the applicable warrants, which would be owned upon exercise of such
warrants).
The proposed offering is fully backstopped by RJB Partners LLC
under a purchase agreement, which commits RJB Partners LLC to
purchase any and all shares of Class A common stock and warrants
unsubscribed in the rights offering, subject to certain customary
closing conditions, including completion of the proposed rights
offering. RJB Partners LLC has also committed to a $30.0 million
private placement investment on the same terms as the rights
offering.
Each subscription right will entitle the eligible holder to
purchase a fraction of one share of Class A common stock and
associated warrants to purchase fractions of shares of Class A
common stock. The precise number of securities issuable upon the
exercise of each subscription right, as well as the subscription
price for each right, will be based on the fraction calculated by
dividing (a) $45.0 million by (b) the product of (i) the effective
purchase price of one share of Class A common stock and associated
warrants of $10.00 and (ii) the number of shares of Class A common
stock held (or issuable upon exercise of the applicable warrants)
as of the record date of October 8, 2021. The company will disclose
the final terms of the rights offering promptly following the
record date.
Blue Apron intends to use the net proceeds of the full capital
raise for working capital and general corporate purposes, including
to accelerate its growth strategy to drive revenue and customer
growth, and the adoption of certain initiatives to help build upon
an ESG program. The company is also permitted by the terms of the
purchase agreement to repay up to $5.0 million of outstanding
indebtedness with capital raise proceeds.
Other Important Information
A registration statement relating to the proposed rights
offering has been filed with the SEC but has not yet become
effective. The proposed rights offering will be made pursuant to
such registration statement and a prospectus to be filed with the
SEC prior to the commencement of the proposed rights offering. The
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective.
The information herein, including the expected terms of the
proposed rights offering, is not complete and is subject to change.
Certain information, such as the number of securities issuable upon
exercise of a subscription right and the proposed subscription
price per right, has not yet been determined and will be announced
in subsequent press releases by the company. The company reserves
the right to cancel or terminate the planned rights offering at any
time with the consent of RJB Partners LLC. This press release does
not constitute an offer to sell or the solicitation of an offer to
buy any subscription rights or any other securities to be issued in
the proposed rights offering or any related transactions, nor shall
there be any offer, solicitation or sale of subscription rights or
any other securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Copies of the prospectus and prospectus supplement, when they
become available, will be mailed to all eligible stockholders as of
the rights offering record date and may also be obtained free of
charge at the website maintained by the SEC at www.sec.gov or by
contacting the information agent for the rights offering, Georgeson
LLC, at 800-903-2897.
About Blue Apron
Blue Apron’s vision is “better living through better food.”
Launched in 2012, Blue Apron offers fresh, chef-designed recipes
that empower home cooks to embrace their culinary curiosity and
challenge their abilities to see what a difference cooking quality
food can make in their lives. Through its mission to spark
discovery, connection and joy through cooking, Blue Apron
continuously focuses on bringing incredible recipes to its
customers, while minimizing its carbon footprint, reducing food
waste, and promoting diversity and inclusion.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of
1995. Such forward-looking statements include, but are not limited
to, those regarding the company’s plans to launch a rights
offering, the transactions contemplated by the purchase agreement,
the anticipated final terms, timing and completion of the proposed
rights offering, the use of proceeds from the proposed rights
offering and related private placement financings, and the
company’s plans, strategies, and prospects for its business. The
words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “hope,” “may,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “target,” “would” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Such statements are subject to numerous
important factors, risks and uncertainties that may cause actual
events or results to differ materially from current expectations
and beliefs, including, but not limited to: risks and uncertainties
related to: whether the proposed transactions will be completed in
a timely manner, or at all; the risk that all of the closing
conditions under the purchase agreement are not satisfied; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the purchase agreement; the final
terms of the proposed rights offering, proposed Backstop Private
Placement and proposed Concurrent Private Placement; market and
other conditions; the satisfaction of customary closing conditions
related to the proposed rights offering; risks related to the
diverting of management’s attention from Blue Apron’s ongoing
business operations; the impact of general economic, industry or
political conditions in the United States or internationally
including the ongoing COVID-19 pandemic and other important risk
factors set forth under the caption “Risk Factors” in the Form S-3
filed with the SEC, in Blue Apron’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2021 and in any other subsequent
filings made with the SEC by Blue Apron. There can be no assurance
that Blue Apron will be able to complete the proposed rights
offering, proposed Backstop Private Placement and proposed
Concurrent Private Placement on the anticipated terms, or at all.
Any forward-looking statements contained in this press release
speak only as of the date hereof, and Blue Apron specifically
disclaims any obligation to update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210928006151/en/
Media Contact Muriel Lussier Blue Apron
muriel.lussier@blueapron.com
Investor Contact investor.relations@blueapron.com
Blue Apron (NYSE:APRN)
Gráfico Histórico do Ativo
De Mar 2024 até Abr 2024
Blue Apron (NYSE:APRN)
Gráfico Histórico do Ativo
De Abr 2023 até Abr 2024