Boxed, Inc. (“Boxed” or “the Company”; legally known as “Giddy Inc.
d/b/a Boxed”), an e-commerce grocery shopping platform selling bulk
consumables to households and businesses, and Seven Oaks
Acquisition Corp. (“Seven Oaks” or “SVOK”) (Nasdaq: SVOK, SVOKU,
SVOKW), a publicly-traded special purpose acquisition company,
today announced a definitive agreement for a business combination
that would result in Boxed becoming a public company. The combined
company will be called Boxed, Inc. upon the closing of the
transaction and is expected to be listed in the U.S. under a new
ticker symbol. Boxed will continue to be led by Chieh Huang,
Boxed’s Chief Executive Officer. Gary Matthews, Chairman and Chief
Executive Officer of Seven Oaks Acquisition Corp., will serve as
Boxed’s Chairman of the Board when the business combination is
complete.
Founded in 2013, Boxed makes shopping for bulk consumables easy
and convenient, without the requirement of a “big-box” store
membership. By leveraging its proprietary end-to-end e-commerce
platform to provide Business-to-Consumer (“B2C”) and
Business-to-Business (“B2B”) customers with a delightful and
user-friendly basket-building shopping experience, Boxed maintains
a differentiated approach in a $100 billion+ U.S. online grocery
market which is expected to grow at an approximately 20% CAGR over
the next five years. This has propelled the Company’s average order
value to about $100 per order and its exceptional Net Promoter
Score (“NPS”) to 69. The convenience of a curated, mobile-first,
basket-building shopping experience, fueled by the strength of
Boxed’s brand, AI and robotics-driven technology and B2B
capabilities, sets the Company apart from industry peers.
Boxed is also monetizing its proprietary end-to-end technology
through a unique Software-as-a-Service (“SaaS”) offering. In
January 2021, the Company signed a multi-year SaaS partnership
agreement with Aeon Group, one of Asia’s largest retail
conglomerates.
Boxed is a founder-led business with strong ESG principles.
Boxed has developed a powerful, unique brand, known for doing right
by its customers, employees and society.
Investment Highlights:
- Leverages proprietary technology to
promote a curated, simple shopping experience which drives big
basket sizes of approximately $100, or eight items per average
order, for its B2C platform
- Significant B2B business servicing
a wide-range of customers, from small and midsize businesses to
Fortune 100 enterprises; well-positioned to capitalize on the
reopening of the U.S. economy
- Rapidly growing BoxedUp paid
subscriber base providing a loyal, recurring revenue stream
- Vertically-integrated technology
stack that includes the customer-facing front-end, the operational
back-end software and homegrown fulfillment automation
robotics
- Monetizing proprietary technology
platform through unique SaaS business
- Proven commitment to an ESG mission
with a majority of corporate office positions held by ethnic
minorities, and the Company consolidates large orders to reduce
carbon footprint
“We are excited to take this important step forward to position
Boxed for our next phase of growth,” Mr. Huang said. “This
transaction will allow Boxed to capitalize on the tailwinds that
e-commerce businesses are experiencing. This capital will also
allow us to fund B2B growth, third-party marketplace expansion and
drive our unique SaaS business. We look forward to partnering with
the seasoned team at Seven Oaks as we leverage their operational
and public company expertise.”
Mr. Matthews commented, “Boxed is a phenomenal business that
meets all of the criteria as a Seven Oaks investment. Our
partnership with Boxed is consistent with our goal to deliver
attractive and sustainable returns to our investors through a focus
on growth companies that aspire to make a positive social
impact.
Mr. Matthews continued, “Boxed is a leading e-commerce platform
with significant competitive advantages and multiple opportunities
to accelerate growth and drive value creation. We are confident
that by supporting Chieh and the talented management team with our
proven operating playbook, Boxed will continue to achieve success
in a rapidly growing market.”
Transaction OverviewUnder the terms of the
proposed transaction, Boxed and Seven Oaks will merge with a pro
forma combined equity value of approximately $900 million. The
combined company is expected to receive $334 million in net cash
proceeds from a combination of Seven Oaks’ cash in trust of
approximately $259 million, assuming no redemptions by Seven Oaks’
public stockholders, as well as a $120 million fully committed
private placement financing. There are no secondary shares being
sold by existing Boxed shareholders in the transaction.
The private placement consists of a combination of common stock
and convertible notes from institutional and strategic investors
including Brigade Capital Management, Avanda Investment Management
and Onex Credit, and will close concurrently with the merger. The
7.00% senior unsecured convertible notes have a five-year maturity
and a conversion price of $12.00, representing a 20% premium to the
purchase price of the common shares. Boxed’s current equity holders
will own approximately 62% of the pro forma company immediately
after closing, assuming no redemptions.
The Boards of Directors of each of Seven Oaks and Boxed have
approved the transaction. The transaction will require the approval
of the stockholders of both Seven Oaks and Boxed, and is subject to
other customary closing conditions, including the receipt of
certain regulatory approvals. The transaction is expected to close
in the fourth quarter of 2021.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K that will be filed by
Seven Oaks Acquisition Corp. with the Securities and Exchange
Commission (the “SEC”) and will be available at www.sec.gov.
Citi and PJ Solomon are acting as financial advisors to Boxed.
Wells Fargo Securities, Nomura and JonesTrading Institutional
Services are acting as capital markets and financial advisors to
SVOK; and BTIG is acting as capital markets advisor to Boxed. Wells
Fargo Securities, Nomura and JonesTrading Institutional Services
LLC acted as placement agents for SVOK. Latham & Watkins is
acting as legal counsel to Boxed. Winston & Strawn is acting as
legal counsel to SVOK. Proskauer Rose is acting as legal counsel to
the placement agents.
Management RemarksThe webcast of Boxed’s and
Seven Oaks' management discussing the transaction, a related
investor presentation with more detailed information regarding the
proposed transaction and a transcript of the webcast will be
available at
https://www.sevenoaksacquisition.com/events-and-presentations.
About BoxedBoxed is an e-commerce platform
selling bulk, high-repeat consumables to consumers and businesses.
Founded in 2013, the Company makes shopping for bulk consumables
easy and convenient without the requirement of a “big-box” store
membership. Boxed leverages its proprietary end-to-end e-commerce
platform to provide B2C and B2B customers with a simple
basket-building shopping experience, yielding high average order
values. Boxed also enables other companies to leverage its AI and
robotics-driven e-commerce technology through a unique SaaS
offering. The Company has developed a powerful, unique brand, known
for doing right by its customers, employees and society.
About Seven Oaks Acquisition Corp.Seven Oaks
Acquisition Corp. is a special purpose acquisition company formed
for the purpose of entering into a business combination. Its goal
is to deliver attractive and sustainable returns to investors
through an investment in a growth-oriented company that aspires to
make a positive social impact with an emphasis on good
Environmental, Social and Governance (“ESG”) practices. Seven Oaks
raised $258.75 million in its initial public offering in December
2020 and its securities are listed on Nasdaq under the tickers
“SVOK,” “SVOKU” and “SVOKW.” Seven Oaks is led by an experienced
team of managers, operators and investors who have played important
roles in helping build and grow profitable public and private
businesses to create value for stockholders. For more information
please visit https://www.sevenoaksacquisition.com/.
Important Information About the Business Combination and
Where to Find ItSeven Oaks intends to file a registration
statement on Form S-4 with the SEC, which will include a proxy
statement/prospectus, that will be both the proxy statement to be
distributed to Seven Oaks' stockholders in connection with its
solicitation of proxies for the vote by Seven Oaks’ stockholders
with respect to the business combination and other matters as may
be described in the registration statement, as well as the
prospectus, and relating to the offer and sale of the securities to
be issued in the business combination to certain of Boxed’s
stockholders. After the registration statement is declared
effective, Seven Oaks will mail a definitive proxy
statement/prospectus and other relevant documents to its
stockholders. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. Seven Oaks' stockholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus included in the registration statement and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the proposed business
combination, as these materials will contain important information
about Boxed, Seven Oaks and the business combination.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed business combination will
be mailed to stockholders of Seven Oaks as of a record date to be
established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement, the definitive proxy statement and other documents
filed with the SEC, without charge, once available, at the SEC’s
website at www.sec.gov, or by directing a request to Seven Oaks’
secretary at 445 Park Avenue, 17th Floor, New York, NY 10022, (917)
214-6371.
Participants in the SolicitationSeven Oaks and
its directors, executive officers, other members of management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Seven Oaks’ stockholders in connection
with the business combination. Investors and security holders may
obtain more detailed information regarding the names and interests
in the business combination of Seven Oaks’ directors and officers
in Seven Oaks’ filings with the SEC, including Seven Oaks’ Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
which was filed with the SEC on March 31, 2021 and amended on June
3, 2021, and such information and names of Boxed’s directors and
executive officers will also be in the Registration Statement on
Form S-4 to be filed with the SEC by Seven Oaks, which will include
the proxy statement/prospectus of Seven Oaks for the business
combination. Stockholders can obtain copies of Seven Oaks’ filings
with the SEC, without charge, at the SEC’s website at www.sec.gov.
Boxed and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of Seven Oaks in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the business combination when
available.
Forward-Looking StatementsCertain statements,
estimates, targets and projections in this press release may be
considered forward-looking statements. Forward-looking statements
generally relate to future events or Seven Oaks' or Boxed's future
financial or operating performance. For example, statements
regarding anticipated growth in the industry in which Boxed
operates and anticipated growth in demand for Boxed's services,
projections of Boxed's future financial results and other metrics,
the satisfaction of closing conditions to the proposed business
combination and the timing of the completion of the proposed
business combination are forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as
"pro forma", "may", "should", "could", "might", "plan", "possible",
"project", "strive", "budget", "forecast", "expect", "intend",
"will", "estimate", "anticipate", "believe", "predict", "potential"
or "continue", or the negatives of these terms or variations of
them or similar terminology. Such forward-looking statements are
subject to risks, uncertainties, and other factors which could
cause actual results to differ materially from those expressed or
implied by such forward-looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Seven Oaks and its
management, and Boxed and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of subsequent
definitive agreements with respect to the proposed business
combination; (ii) the outcome of any legal proceedings that may be
instituted against Seven Oaks, Boxed, the combined company or
others following the announcement of the business combination and
any definitive agreements with respect thereto; (iii) the inability
to complete the business combination due to the failure to obtain
approval of the stockholders of Seven Oaks or Boxed; (iv) the
inability of Boxed to satisfy other conditions to closing; (v)
changes to the proposed structure of the business combination that
may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination; (vi) the ability to meet stock exchange
listing standards in connection with and following the consummation
of the proposed business combination; (vii) the risk that the
proposed business combination disrupts current plans and operations
of Boxed as a result of the announcement and consummation of the
proposed business combination; (viii) the ability to recognize the
anticipated benefits of the business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (ix) costs related to the business
combination; (x) changes in applicable laws or regulations; (xi)
the possibility that Boxed or the combined company may be adversely
affected by other economic, business, regulatory, and/or
competitive factors; (xii) Boxed's estimates of expenses and
profitability; (xiii) the evolution of the markets in which Boxed
competes; (xiv) the ability of Boxed to implement its strategic
initiatives and continue to innovate its existing offerings; (xv)
the ability of Boxed to defend its intellectual property; (xvi) the
ability of Boxed to satisfy regulatory requirements; (xvii) the
impact of the COVID-19 pandemic on Boxed's and the combined
company's business; and (xviii) other risks and uncertainties set
forth in the section entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" in Seven Oaks' Annual Report
on Form 10-K for the fiscal year ended December 31, 2020, which was
filed with the SEC on March 31, 2021 and amended on June 3, 2021,
and other risks and uncertainties indicated from time to time in
the definitive proxy statement to be delivered to Seven Oaks'
stockholders and related registration statement on Form S-4,
including those set forth under "Risk Factors" therein, and other
documents to be filed with the SEC by Seven Oaks.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Seven Oaks
nor Boxed undertakes any duty to update these forward-looking
statements.
Investor ContactsSeven Oaks:Drew
Pearsondrew@sevenoaksacquisition.com
Boxed:Chris MandevilleICRBoxedIR@icrinc.com
Media ContactsBoxed:Keil
DeckerICRBoxedPR@icrinc.com
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