- RJB Partners commits to $40 million private placement at $12
per share; $20 million investment completed with additional $20
million investment expected in Q2 2022
- Blue Apron President, CEO Linda Findley invests $500,000 in a
private placement at $12 per share
- Company plans to refinance debt with $30 million in partnership
with Allianz Global Investors, extending debt maturity to 2027 and
lower overall debt service obligations
Blue Apron (NYSE: APRN) announced today two significant
capitalization events. The company plans to use the proceeds to pay
off its existing term loan, and for general corporate purposes to
stay focused on its long-term sustainable growth plan and to
continue to execute on its turnaround strategies.
Blue Apron entered into agreements for (i) a new $40.0 million
private placement investment by RJB Partners LLC, an affiliate of
Joseph N. Sanberg, a long-time investor in the company and a
leading investor in climate positive companies; and (ii) a $500,000
private placement investment by Blue Apron’s President and Chief
Executive Officer Linda Findley. In connection therewith, the
company is also planning to refinance its existing debt with $30.0
million of senior secured notes issued to clients of Allianz Global
Investors—which will be used to pay off its current debt
facility—and extend debt maturity to 2027. The debt with clients of
Allianz Global Investors is subject to the entry into a definitive
agreement and other closing conditions.
“I am pleased to be investing additional equity into a business
that I believe has great potential from a strategic and
purpose-driven perspective,” said Findley. “We also view this
planned debt refinancing as a smart, strategic move during a time
of rising interest rates. Upon closing the new debt, we expect to
repay our existing debt, which will move our debt maturity five
years out to 2027 and lower our overall debt service obligations,
giving us the horizon to focus on executing our plans. The proceeds
from the closed transactions and expected additional debt and
equity fundings support our continued turnaround as we drive
towards long-term sustainable and profitable growth.”
"Blue Apron's plan is focused on driving growth in a conscious
way that speaks to consumers looking for values-aligned products
and capitalizing on their brand that is ubiquitous with meal kits
and recognized by a majority of Americans*,” said Sanberg. “I
believe that their commitment to doing right by the planet and
their customers through sustainable sourcing, packaging and a goal
of net zero status is aligned with consumers and investors alike in
driving a great business for the future. Linda and the team at Blue
Apron have my continued support as they execute on their
strategy."
Under the terms of the equity purchase agreements, on April 29,
2022, Long Live Bruce, LLC, an affiliate of Joseph N. Sanberg
(which was assigned RJB Partners LLC’s rights to purchase the
initial $20 million of Class A common stock) purchased 1,666,666
shares of Class A common stock and Findley purchased 41,666 shares
of Class A common stock, in each case, at a purchase price of $12
per share. Under the purchase agreements, the company has agreed to
provide each of RJB Partners LLC and Findley with certain customary
registration rights with respect to the securities purchased in the
private placements. The remaining $20.0 million investment from RJB
Partners LLC, also to be made at $12 per share, is expected to
close on May 30, 2022, subject to the completion of refinancing of
the company’s outstanding debt and other customary closing
conditions.
The securities sold in the private placements have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state or other applicable jurisdiction’s
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state or other jurisdictions’ securities laws. The company has
agreed to file registration statements with the U.S. Securities and
Exchange Commission (the “SEC”) registering the resale of the
shares of common stock issued in the private placements on the
earliest (i) within 30 days of the date requested by RJB Partners
LLC or Findley, as applicable, and (iii) such other date as
mutually agreed by Blue Apron and RJB Partners LLC, or Blue Apron
and Findley, as applicable.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy these securities, nor shall
there be any offer, solicitation or sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. Any offering of the securities under the resale
registration statement will only be made by means of a
prospectus.
*Based on a sample survey relating to aided brand awareness
About Blue Apron
Blue Apron’s vision is Better Living Through Better Food™.
Launched in 2012, Blue Apron offers fresh, chef-designed recipes
with responsibly sourced ingredients. Through its delicious
recipes, the company empowers home cooks to embrace their culinary
curiosity, challenge their abilities in the kitchen, and see what a
difference cooking quality food can make in their lives. Blue Apron
is a carbon-neutral meal-kit company, and is focused on promoting
planetary and dietary wellness for everyone.
Forward-Looking Statements
This press release includes statements concerning Blue Apron
Holdings, Inc. and its future expectations, plans and prospects
that constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. For this
purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. In
some cases, you can identify forward-looking statements by terms
such as "may," "should," "expects," "plans," “forecasts,”
"anticipates," "could," "intends," "target," "projects,"
"contemplates," "believes," "estimates," "predicts," "potential,"
or "continue," or the negative of these terms or other similar
expressions. Blue Apron has based these forward-looking statements
largely on its current expectations and projections about future
events and financial trends that it believes may affect its
business, financial condition and results of operations. These
forward-looking statements speak only as of the date of this press
release and are subject to a number of risks, uncertainties and
assumptions including, without limitation: the company’s ability to
satisfy the closing conditions for the $30 million proposed debt
financing from and the remaining $20 million investment expected
from RJB Partners LLC, in each case, as described in this press
release, and to close both transactions on the expected terms and
on the expected time frame, if at all; the company’s ability,
including the timing and extent, to successfully execute its growth
plan to drive long-term sustainability and profitability (including
its ability to successfully increase marketing and technology
improvements, among other things, on the planned timeline to enable
it to meet expected outlook), cost-effectively attract new
customers and retain existing customers (including its ability to
sustain any increase in demand resulting from its growth plan
and/or the COVID-19 (coronavirus) pandemic), and to continue to
expand its direct-to-consumer product offerings and execute
operational efficiency practices; changes in consumer behaviors,
tastes and preferences that could lead to changes in demand,
including as a result of, among other things, long-term impacts of
the COVID-19 pandemic on consumer behavior and the impact of
inflation or other macroeconomic factors on consumer spending
habits; the company’s ability to attract and retain qualified
employees and personnel in sufficient numbers, both generally and
in light of ongoing nationwide labor shortages as a result of
COVID-19 (including the emergence of new variants or subvariants of
the virus) or otherwise; any material and adverse impact of the
COVID-19 pandemic on the company’s operations and results, such as
the need to cancel or shift customer orders, whether as a result of
challenges in employee recruiting and retention, any prolonged
closures, or series of temporary closures, of one or both of its
fulfillment centers; any supply chain or carrier interruptions or
delays as a result of COVID-19 or otherwise; the company’s
expectations regarding its expenses and net revenue and its ability
to grow adjusted EBITDA and to achieve or maintain target margins
and profitability; the company’s expectations regarding, and the
stability of, its supply chain, including potential shortages,
interruptions and/or increased costs in the supply or delivery of
ingredients, and parcel and freight carrier interruptions or delays
and/or higher freight or fuel costs, as a result of the COVID-19
pandemic or otherwise; the company’s ability to effectively
compete; the company’s ability to maintain and grow the value of
its brand and reputation; the company’s ability to achieve its
environmental, sustainability and corporate governance goals
(including its goal to remain carbon neutral and meet specified
packaging goals) and to adopt its planned corporate governance
reforms, in its anticipated timeframe or at all; the company’s
ability to maintain food safety and prevent food-borne illness
incidents and its susceptibility to supplier-initiated recalls; the
company’s ability, including the timing and extent, to sufficiently
manage costs (including increases as a result of inflation) and to
fund investments in its operations in amounts necessary to maintain
compliance with financial and other covenants and other terms under
its current indebtedness and anticipated new indebtedness while
continuing to support the execution of its growth plan; the
company’s ability to comply with modified or new laws and
regulations applying to its business, or the impact that such
compliance may have on its business; the company’s vulnerability to
adverse weather conditions, natural disasters, and public health
crises, including pandemics; the company’s ability to protect the
security and integrity of its data and protect against data
security risks and breaches; the company’s ability to obtain and
maintain intellectual property protection; and other risks more
fully described in the company’s Annual Report on Form 10-K for the
year ended December 31, 2021 filed with the SEC on February 25,
2022, and in other filings that the company may make with the SEC
in the future. The company assumes no obligation to update any
forward-looking statements contained in this press release as a
result of new information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220502005500/en/
Media Muriel Lussier Blue Apron
muriel.lussier@blueapron.com Investor Tip Fleming Blue Apron
tip.fleming@blueapron.com
Blue Apron (NYSE:APRN)
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