Black Rifle Coffee Company’s Combination with SilverBox Engaged Merger Corp I

Kirkland & Ellis advised Black Rifle Coffee Company on the deal. Paul Hastings advised SBEA.

Black Rifle Coffee Company (BRCC), a rapidly growing and mission-driven premium coffee company founded to support Veterans, active-duty military, first responders and serve a broad customer base by connecting consumers with great coffee and a unique brand experience, executed its business combination with SilverBox Engaged Merger Corp I (NASDAQ: SBEA), which is sponsored by SilverBox Capital LLC and Engaged Capital LLC, who have collaborated to create an alternative asset management platform.

Upon closing of the proposed business combination, the combined company will be held by a new public benefit corporation that will be named BRC Inc. and that will support its mission of bettering the lives of veterans, active-duty military and first responders. The proposed business combination will place up to $225 million in cash on BRCC’s balance sheet to accelerate the implementation of its digital-first, omnichannel strategy and support continued rapid growth. At $10 per share, the transaction values Black Rifle Coffee at a pro forma enterprise value of approximately $1.7 billion. The combination is subject to customary closing conditions and is expected to close during the first quarter of 2022.

William Blair served as Lead Financial Advisor, and BDT & Company, LLC served as Financial Advisor to Black Rifle Coffee Company.

Citigroup and Deutsche Bank Securities Inc. served as Lead Capital Markets Advisors, and Guggenheim Securities, LLC, Raymond James & Associates, Inc., Truist Securities, Inc., D.A. Davidson & Co. and Telsey Advisory Group served as Capital Markets Advisors to SBEA.

The Kirkland team was led by corporate partners Steven Napolitano (Picture) and John Kaercher and associates Patrick Moneypenny and Alex Warso and capital markets partners Josh Korff and Peter Seligson and associates Alborz Tolou and Michael Sloman. The team also included tax partners Michael Beinus and Tara Rhoades and executive compensation partners Michael Krasnovsky and Jared Whalen.

The Paul Hastings team that advised SilverBox Engaged Merger Corp I was led by M&A partner David Hernand and capital markets partner Jonathan Ko, as well as partners Sean Monroe, Stephen Harris, and Douglas Schaaf; of counsels Amy Lawrence, and Ron Ben Yehuda; and associates Flavio Averbug, Julian Alsarhn, Eboney Hutt, Kristen Casey, and Muaaz Maksud.

Involved fees earner: Michael Beinus – Kirkland & Ellis; John Kaercher – Kirkland & Ellis; Joshua Korff – Kirkland & Ellis; Michael Krasnovsky – Kirkland & Ellis; Patrick Moneypenny – Kirkland & Ellis; Steven Napolitano – Kirkland & Ellis; Tara Rhoades – Kirkland & Ellis; Peter Seligson – Kirkland & Ellis; Alborz Tolou – Kirkland & Ellis; Alex Warso – Kirkland & Ellis; Jared Whalen – Kirkland & Ellis; Julian Alsarhn – Paul Hastings LLP; Flavio Averbug – Paul Hastings LLP; Ron Ben-Yehuda – Paul Hastings LLP; Stephen Harris – Paul Hastings LLP; David Hernand – Paul Hastings LLP; Jonathan Ko – Paul Hastings LLP; Amy Lawrence – Paul Hastings LLP; Sean Monroe – Paul Hastings LLP; Douglas Schaaf – Paul Hastings LLP;

Law Firms: Kirkland & Ellis; Paul Hastings LLP;

Clients: Black Rifle Coffee Company; SilverBox Engaged Merger Corp I;