FaZe Clan’s Merger With B. Riley Principal 150 Merger Corp.

White & Case acted as legal advisor to BRPM. Skadden, Arps, State, Meagher & Flom acted as legal advisor to FaZe Clan. McDermott Will & Emery acted as legal advisor to the PIPE placement agent.

FaZe Clan Inc. has entered into a definitive merger agreement to combine with B. Riley Principal 150 Merger Corp. (NASDAQ: BRPM), a special purpose acquisition company sponsored by an affiliate of B. Riley Financial, Inc. (NASDAQ: RILY). The proposed business combination transaction implies an equity value of approximately $1 billion for the combined company inclusive of nearly $275 million of cash (assuming no redemptions). Through the proposed business combination, FaZe Clan is positioned to become one of the only digitally native, youth-focused lifestyle and media platforms publicly traded on a U.S. national exchange.

Estimated gross transaction proceeds total $291 million, including $173 million in cash from BRPM’s IPO proceeds held in trust (assuming no redemptions), and $118 million from committed PIPE investments. Net proceeds from the transaction, which will include cash in trust net of any redemptions and PIPE proceeds net of transaction-related costs, will be used to fund organic and inorganic growth as the Company expands its digitally native global multi-platform presence across content, gaming, entertainment, consumer products and the metaverse.

B. Riley Securities, Inc. is acting as capital markets advisor to BRPM and as sole placement agent on the PIPE. Citi is acting as lead financial advisor to FaZe Clan. M. Klein and Company and Evolution Media Capital are also serving as financial advisors to FaZe Clan.

FaZe Clan is a digital-native lifestyle and media platform rooted in gaming and youth culture, reimagining traditional entertainment for the next generation. Founded in 2010 by a group of kids on the internet, FaZe Clan was created for and by Gen Z and Millennials, and today operates across multiple verticals with transformative content, tier-one brand partnerships, a collective of notable talent, and fashion and consumer products. 

BRPM is a special purpose acquisition company 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. 

The Skadden team included M&A partners Christopher Barlow (Picture) and Allison Schneirov, and associates Yingchuan (Grace) Mo and Andrew Petric; Executive Compensation and Benefits counsel Page Griffin; Capital Markets partner Laura Kaufmann Belkhaya and counsel Debra Post; Corporate partner Shana Elberg; Tax partner Alec Jarvis; Intellectual Property and Technology partner Resa Schlossberg; and Labor and Employment Law counsel Annie Villanueva (Palo Alto). All attorneys are located in New York unless otherwise noted.

Involved fees earner: Christopher Barlow – Skadden Arps Slate Meager & Flom; Shana Elberg – Skadden Arps Slate Meager & Flom; Page Griffin – Skadden Arps Slate Meager & Flom; Alec Jarvis – Skadden Arps Slate Meager & Flom; Laura Kaufmann Belkhayat – Skadden Arps Slate Meager & Flom; Grace Yingchuan Mo – Skadden Arps Slate Meager & Flom; Andrew Petric – Skadden Arps Slate Meager & Flom; Debra Post – Skadden Arps Slate Meager & Flom; Resa Schlossberg – Skadden Arps Slate Meager & Flom; Allison Schneirov – Skadden Arps Slate Meager & Flom; Annie Villanueva – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: FaZe Clan;