Blue Apron Holdings, Inc. (NYSE: APRN) announced today that it
has commenced a $45.0 million rights offering as part of its
planned $78.0 million capital raise, each as previously disclosed
in the Form 8-K filed with the U.S. Securities and Exchange
Commission (“SEC”) on September 15, 2021.
Under the terms of the rights offering, the company is
distributing non-transferable subscription rights to each holder of
its Class A common stock (as well as the holders of certain
warrants issued to the company’s lenders) held as of 5:00 p.m.
Eastern Standard Time on October 8, 2021, the record date for the
rights offering. The subscription rights may be exercised at any
time during the subscription period, which commenced on October 12,
2021. The rights will expire if they are not exercised by 5:00
p.m., Eastern Standard Time, on October 28, 2021, unless the
company extends the rights offering subscription period.
The rights offering is fully backstopped by RJB Partners LLC
under a purchase agreement, which commits RJB Partners LLC to
purchase any and all shares of Class A common stock and warrants
unsubscribed in the rights offering, subject to certain customary
closing conditions, including completion of the rights offering.
RJB Partners LLC has also committed to a $30.0 million private
placement investment on the same terms as the rights offering.
Each subscription right will entitle the eligible holder to
purchase for a subscription price of $1.8505 (i) approximately
0.185056 shares of Class A common stock, (ii) one seven-year
warrant to purchase approximately 0.148045 shares of Class A common
stock at an exercise price of $15.00 per share, (iii) one
seven-year warrant to purchase approximately 0.074022 shares of
Class A common stock at an exercise price of $18.00 per share, and
(iv) one seven-year warrant to purchase approximately 0.037011
shares of Class A common stock at an exercise price of $20.00 per
share. The company will not issue any fractional shares or warrants
upon exercise of any subscription rights in the rights offering and
any such fractional shares or warrants will be rounded down to the
nearest whole share or warrant, respectively. Holders must exercise
subscription rights which would result in the issuance of at least
one (1) whole share of Class A common stock to participate in the
rights offering.
Blue Apron intends to use the net proceeds of the full $78.0
million capital raise for working capital and general corporate
purposes, including to accelerate its growth strategy to drive new
customers and associated revenue growth, to build a framework to
establish an ESG program, and to increase wages, benefits and
training for its hourly employees. The company is also permitted by
the terms of the purchase agreement to repay up to $5.0 million of
outstanding indebtedness with capital raise proceeds.
The company intends to commence mailing subscription
certificates evidencing the subscription rights and a copy of the
prospectus for the rights offering to eligible holders of record on
October 12, 2021. Holders of shares of Class A common stock in
“street name” through a brokerage account, bank or other nominee
will not receive physical subscription certificates evidencing the
rights and must instruct their broker, bank or nominee whether to
exercise subscription rights on their behalf. For any questions or
further information about the rights offering, please call
Georgeson LLC, the information agent for the rights offering, at
800-903-2897.
The company reserves the right to cancel or terminate the rights
offering at any time with the consent of RJB Partners LLC. The
rights are non-transferable. As such, stockholders will not be able
to sell their subscription rights if they do not wish to exercise
them.
Other Important Information
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of any securities in any state or other jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
A registration statement on Form S-3 (File No. 333-259677)
relating to the rights offering has been filed with and declared
effective by the SEC. The rights offering is being made only by
means of a prospectus, copies of which will be delivered to
eligible holders of record and can be accessed through the SEC’s
website at www.sec.gov. A copy of the prospectus may also be
obtained from the information agent, Georgeson LLC, at
800-903-2897. Additional information regarding the rights offering
is set forth in the prospectus filed with the SEC. Stockholders are
urged to carefully review the prospectus and subscription materials
the company will provide and consult with their own legal and
financial advisors in deciding whether or not to exercise the
rights.
About Blue Apron
Blue Apron’s vision is “better living through better food.”
Launched in 2012, Blue Apron offers fresh, chef-designed recipes
that empower home cooks to embrace their culinary curiosity and
challenge their abilities to see what a difference cooking quality
food can make in their lives. Through its mission to spark
discovery, connection and joy through cooking, Blue Apron
continuously focuses on bringing incredible recipes to its
customers, while minimizing its carbon footprint, reducing food
waste, and promoting diversity and inclusion.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of
1995. Such forward-looking statements include, but are not limited
to, those regarding the timing and completion of the proposed
rights offering, the use of proceeds from the proposed rights
offering and related private placement financings, the company’s
plans for adopting certain environmental, sustainability and
governance changes in connection with the rights offering and
related private placement financings, and the company’s plans,
strategies, and prospects for its business. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“hope,” “may,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “target,” “would” and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Such
statements are subject to numerous important factors, risks and
uncertainties that may cause actual events or results to differ
materially from current expectations and beliefs, including, but
not limited to: risks and uncertainties related to: whether the
rights offering and related private placement financings will be
completed in a timely manner, or at all; the risk that all of the
closing conditions under the purchase agreement relating to the
private placement financings are not satisfied; the occurrence of
any event, change or other circumstance that could give rise to the
termination of such private placement purchase agreement; market
and other conditions; the satisfaction of customary closing
conditions related to the rights offering; risks related to the
diverting of management’s attention from Blue Apron’s ongoing
business operations; the impact of general economic, industry or
political conditions in the United States or internationally
including the ongoing COVID-19 pandemic and other important risk
factors set forth under the caption “Risk Factors” in the Form S-3
filed with the SEC, in Blue Apron’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2021 and in any other subsequent
filings made with the SEC by Blue Apron. There can be no assurance
that Blue Apron will be able to complete the rights offering or
related private placement financings on the anticipated terms, or
at all. Any forward-looking statements contained in this press
release speak only as of the date hereof, and Blue Apron
specifically disclaims any obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20211012005566/en/
Media Muriel Lussier Blue Apron
muriel.lussier@blueapron.com Investor
investor.relations@blueapron.com
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