PLBY Group Announces Successful Rights Offering and Total Capital Raise of $65 Million
LOS ANGELES, Feb. 2, 2023 (GLOBE NEWSWIRE) – PLBY Group, Inc. (NASDAQ: PLBY) (the “Company”) announced today the results of its previously announced $50 million rights offering which, together with the Company’s previously announced registered direct offering, will provide the Company with gross proceeds of $65 million.
Pursuant to the terms of the rights offering, the Company is issuing, in the aggregate, 19,561,050 shares of the Company’s common stock, par value $0.0001 (“Common Stock”), at a subscription price of $2.5561 per share (the “Subscription Price”).
The rights offering will provide the Company with gross proceeds of $50 million, before offering fees and expenses. The Company expects to use a minimum of 80% of the gross proceeds from the rights offering for repayment of senior debt under its credit agreement, and to use the remainder, if any, for other general corporate purposes. With such repayment of the debt, along with the $25 million repaid in December 2022, the Company will have repaid at least $65 million of the senior debt.
Pursuant to the rights offering, holders subscribed assuming the subscription price was $3.50 per share (the “Initial Price”). Since the Subscription Price was less than the Initial Price, excess subscription amounts paid by holders were applied to the purchase of additional shares of Common Stock. The excess amount for any remaining fractional shares of Common Stock will be returned to applicable stockholders as soon as practicable, in the form in which made. Such stockholders will not receive interest or a deduction on any payments refunded.
Both the Company’s largest beneficial owner of Common Stock, Rizvi Traverse Management (“RTM”), and the Company’s Chief Executive Officer, Ben Kohn, (each together with their affiliates) fully exercised their basic subscription rights and exercised their over-subscription privileges in the rights offering. Pursuant to the authority of an independent committee (the “Committee”) of the Company’s board of directors, in approving RTM’s over-subscription the Committee required that RTM enter into a standstill agreement with the Company pursuant to which, among other limitations, RTM and its affiliates may not acquire more than 29.99% of the Company’s outstanding Common Stock, resulting in the Company limiting RTM’s total over-subscription in the rights offering such that it owns 29.99% of the Company’s outstanding Common Stock as of the closing of the rights offering.
Due to the rights offering being over-subscribed, the Company will not be issuing any shares of Common Stock pursuant to the backstop commitment made by purchasers in the previously announced registered direct offering, in which such purchasers agreed to purchase up to an additional $10 million of shares of Common Stock, only to the extent that the Company’s rights offering was not fully subscribed. Accordingly, the total gross proceeds received by the Company, before applicable fees and expenses, from the registered direct offering were $15 million.
“We appreciate the confidence our existing stockholders have shown in the Company through substantially over-subscribing in the rights offering, resulting in total subscription indications of approximately $99.5 million. As a result, together with the separate registered direct offering, we were able to raise $65 million of new capital, which will allow us to access flexibility under our credit agreement to improve our capital structure,” said Ben Kohn, the Company’s Chief Executive Officer. “Playboy is one of the most recognizable and iconic brands in the world, and we remain focused on our long-term strategic initiatives.”
Mr. Kohn continued, “We plan to continue to streamline costs while investing in our Playboy and Honey Birdette direct-to-consumer businesses and building on the increased traction we’ve seen in our creator-led digital platform, since we relaunched it and rebranded it Playboy in September 2022. We will further leverage our creators around our marquee brand as we advance into the Year of the Rabbit and our 70th year, to make the platform truly a ‘Playboy’ experience for creators and users.”
“We are happy to reinvest in the Company and to expand our commitment to the business. I’m particularly excited about the strategy that management has outlined for the future of the Company,” said Suhail Rizvi, the Chairman of the Company and Chief Investment Officer of RTM.
The offerings of Common Stock pursuant to the rights offering and the registered direct offering were made pursuant to the Company’s existing effective shelf registration statement on Form S-3 (Reg. No. 333-267273) on file with the Securities and Exchange Commission (the “SEC”) and prospectus supplements (and the accompanying base prospectus) filed by the Company with the SEC.
Jefferies LLC acted as the dealer manager in connection with the rights offering and the exclusive placement agent for the registered direct offering.
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 annually 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 almost seven decades 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.