PLBY Group, Inc. (NASDAQ: PLBY) (“PLBY Group” or the “Company”),
owner of Playboy, one of the most recognizable and iconic brands in
the world, announced today that it has formalized and expanded its
relationship with Byborg Enterprises SA (“Byborg”), a privately
held premium online entertainment company that is redefining the
future of human interaction and reshaping digital relationships
through innovative technology. Specifically, PLBY Group has closed
the previously announced long-term, exclusive licensing agreement,
and signed an additional securities purchase agreement with Byborg
Enterprises.
Ben Kohn, Chief Executive Officer of PLBY Group,
commented, “Partnering with Byborg aligns the Playboy brand and
content with a proven operator of premium online entertainment.
Byborg has an established track record of growing audiences,
monetizing content, and leveraging proprietary technology to create
new and compelling revenue streams. Together with Byborg’s 70
million daily site visitors, I am confident we will expand the
Playboy brand to new and significant audiences. Additionally, by
licensing our brand and allowing Byborg to operate our legacy adult
sites, linear TV channel and the Playboy Club, our creator
platform, we will accelerate our transition to a more profitable
asset-light business model. Once the transition is completed
(expected to be by June 30, 2025), we will focus on expanding our
licensing business and investing in our brand. We expect to take
significant costs out of PLBY Group, achieve meaningful EBITDA and
be cash flow positive. Core to the contemplated strategic
partnership is pursuing additional new revenue streams, including
AI dating and experiences, webcam products and other initiatives,
which will leverage existing Byborg intellectual property.”
Andras Somkuti, Managing Director of Byborg
Enterprises SA, commented, “Playboy is one of the largest and most
recognizable brands in the world. It has always been one of the top
lifestyle brands and the premium brand in the NSFW
space. Coupling our outstanding technology, products and
management expertise with such a strong brand is a winning
combination. We believe there is significant potential to expand
audiences, introduce meaningful new revenue streams, develop
innovative products and deliver substantial growth. Given that
potential, we are also pleased to increase our shareholding in PLBY
Group through an additional equity commitment.”
Licensing Agreement
Pursuant to the licensing agreement, Byborg will
license certain Playboy digital intellectual property and operate
Playboy Plus, Playboy TV (both linear and digital) and the Playboy
Club. The agreement includes $20 million in annual minimum
guaranteed payments to PLBY Group over the initial 15-year term,
for a total of $300 million against 25% of the net profits from the
businesses. The licensing agreement includes up to nine 10-year
extensions that are dependent on Byborg achieving certain
operational milestones. Additional details will be included in a
Form 8-K to be filed with the Securities and Exchange
Commission.
Securities Purchase
Agreement
In addition, PLBY Group entered into a
securities purchase agreement (the “SPA”) with an affiliate of
Byborg (the “Purchaser”), pursuant to which the Company would sell
to the Purchaser $25 million in newly issued, unregistered shares
of the Company’s common stock at a price of $1.50 per share as long
as the stock price shortly prior to the anticipated filing of the
preliminary proxy for a special meeting of stockholders is at or
below $1.65 per share. The additional share sale is subject to the
approval of the Company’s stockholders at such special
meeting.
In the event that the market price of the
Company’s common stock is above $1.65 shortly prior to the filing
of the preliminary proxy for the special meeting, the Purchaser
will have the option to either amend the terms of the SPA to
purchase shares at 90% of the then-current 5-day volume-weighted
average share price (“VWAP”) and to revise the number of shares to
be purchased, subject to a minimum aggregate commitment of $25
million and a maximum holding following the closing of the SPA of
29.99%, otherwise the SPA would terminate. For example, should
the 5-day VWAP be $3.00 just prior to the filing of the preliminary
proxy, Byborg would have the option to amend the SPA to buy a
specified number shares at $2.70 (90% of the 5-day VWAP), subject
to the minimum dollar commitment and maximum number of shares
described above.
The purchase and sale of the additional stock in
both cases would be subject to PLBY Group’s stockholders voting in
favor of the deal at a special meeting to be called for such
purpose, and is expected to close promptly following such
approval.
As previously announced on November 5, 2024, the
Purchaser purchased 14.9 million newly issued, unregistered shares
of common stock of PLBY Group for a price of $1.50 per share, for a
total purchase price of $22.35 million. Those shares, as well as
any new shares purchased by Byborg, are subject to a lock-up period
ending November 5, 2025. Byborg also entered into a standstill
agreement capping its total holdings in PLBY Group at 29.99%. As a
result of the initial equity purchase, beginning in 2025, PLBY
Group will appoint a director nominated by Byborg and will also add
a mutually agreed new independent director.
About Byborg Enterprises SA
Headquartered in Luxembourg, Byborg Enterprises
SA is a privately held premium online entertainment company that is
redefining the future of human interaction and reshaping digital
relationships through innovative technology. Founded with a global
mindset, the company aims to reach every corner of the world. With
over 70 million daily visitors engaging with their streaming and
technology products, Byborg Enterprises SA facilitates seamless
interaction among people 24/7. More information is available at
https://www.byborgenterprises.com/.
About PLBY Group, Inc.
PLBY Group, Inc. is a global pleasure and
leisure company connecting consumers with products, content, and
experiences that help them lead more fulfilling lives. PLBY Group’s
flagship consumer brand, Playboy, is one of the most recognizable
brands in the world, driving billions of dollars in global consumer
spending, with products and content available in approximately 180
countries. PLBY Group’s mission—to create a culture where all
people can pursue pleasure—builds upon over 70 years of creating
groundbreaking media and hospitality experiences and fighting for
cultural progress rooted in the core values of equality, freedom of
expression and the idea that pleasure is a fundamental human right.
Learn more at http://www.plbygroup.com.
Forward-Looking Statements
This press release 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, without
limitation, the Company’s expectations with respect to future
performance, growth plans and anticipated financial impacts of its
strategic opportunities and corporate transactions. 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, but are not
limited to: (1) the inability to maintain the listing of the
Company’s shares of common stock on Nasdaq; (2) the risk that the
Company’s completed or 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 any transactions; (3) the ability to
recognize the anticipated benefits of corporate transactions,
commercial collaborations, commercialization of digital assets,
cost reduction initiatives and proposed transactions, which may be
affected by, among other things, competition, the ability of the
Company to grow and manage growth profitably, and the Company’s
ability to retain its key employees; (4) costs related to being a
public company, corporate transactions, commercial collaborations
and proposed transactions; (5) changes in applicable laws or
regulations; (6) the possibility that the Company may be adversely
affected by global hostilities, supply chain delays, inflation,
interest rates, foreign currency exchange rates or other economic,
business, and/or competitive factors; (7) risks relating to the
uncertainty of the projected financial information of the Company,
including changes in the Company’s estimates of cash flows and the
fair value of certain of its intangible assets, including goodwill;
(8) risks related to the organic and inorganic growth of the
Company’s businesses, and the timing of expected business
milestones; (9) changing demand or shopping patterns for the
Company’s products and services; (10) failure of licensees,
suppliers or other third-parties to fulfill their obligations to
the Company; (11) the Company’s ability to comply with the terms of
its indebtedness and other obligations; (12) changes in financing
markets or the inability of the Company to obtain financing on
attractive terms; and (13) 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 Securities and Exchange Commission. 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.
Contact:
Investors: FNK IR – Rob Fink / Matt Chesler, CFA –
investors@plbygroup.com
Media: press@plbygroup.com
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