NEW YORK, Dec. 17, 2020 /PRNewswire/ --
- BARK serves over 1 million dogs monthly through BarkBox and
Super Chewer subscriptions and broad retail distribution of its
comprehensive suite of best-in-class, proprietary products
- Digitally-led organization leverages vast customer data to
develop and distribute curated assortments of dog products ranging
from toys to food
- Well positioned to be category leader across the four primary
channels for dogs: Fun, Food, Home and Health
- Industry leading momentum: projected revenues of approximately
$365 million and gross margins of
approximately 60% for fiscal year ending March 31, 2021, 179% YoY increase in revenue from
new product lines in first half of FY2021, and net revenue CAGR
FY2020-FY2023 of over 40%
- Transaction values BARK at an enterprise value of approximately
$1.6 billion and is expected to
provide up to $454 million of gross
cash proceeds to invest in the acceleration of new and existing
product lines as well as international expansion
- Top-tier institutional investors, including Fidelity Management
& Research Company LLC, Senator Investment Group, the Federated
Hermes Kaufmann Funds, and affiliates of the Santo Domingo Group,
among others, are supporting the transaction with an upsized
$200 million fully-committed
PIPE
- Existing BARK shareholders and management will retain 100% of
their equity in the combined company
- Northern Star's units will be able to be separated voluntarily
by holders commencing on or about December
18, 2020
Barkbox, Inc. ("BARK" or the "Company"), a leading global
omni-channel brand for dogs, and Northern Star Acquisition Corp.
("Northern Star") (NYSE: STIC.U), a publicly traded special purpose
acquisition company, today announced that they have entered into a
definitive merger agreement. As a result of the transaction, which
values the Company at an enterprise value of approximately
$1.6 billion, BARK will become a
publicly listed company on the New York Stock Exchange under the
new ticker symbol, "BARK".
Founded in 2012 by Matt Meeker,
Henrik Werdelin and Carly Strife, BARK is the world's most
dog-centric company devoted to making dogs and their owners happy
with the best products, services and content. The Company's current
offerings, available through www.barkbox.com, include BarkBox, its
renowned, customized, internally designed and sourced, and cleverly
themed monthly box of toys and treats, Super Chewer (highly durable
rubber toys), BARK Home (everyday products), BARK Bright (dental,
health and wellness), and BARK Eats (personalized food blend
service).
BARK's innovative, high-quality products are distributed
directly to consumers via its BarkBox, Super Chewer and BARK Bright
Dental subscriptions and are available through Amazon.com as well
as 23,000 retail locations including Target, Petco, PetSmart and
Costco, among many others. The Company's omni-channel sales
approach, data-driven platform and consistent customer engagement
through direct contact and social media enable it to reach over 1
million active subscribers every month.
Pet industry sales reached $96
billion in 2019 and are expected to grow significantly over
the coming years. BARK is well positioned to capitalize on
these strong industry trends through growth in new subscribers,
development of new proprietary products and expansion of
distribution channels.
Management and Governance
Following the close of the transaction, Mr. Meeker will continue
to serve as Executive Chairman, Mr. Werdelin will continue to lead
design, content and product development, and Ms. Strife will
continue to lead strategic BARK initiatives, such as BARK Eats.
BARK Chief Executive Officer Manish
Joneja, a former senior leader at Amazon and eBay with two
decades of experience scaling businesses through consumer-centric
product and technology innovation, omnichannel commerce, global
expansion and operational transformation, will serve as CEO of the
combined company. Northern Star Chairwoman and Chief Executive
Officer Joanna Coles, a creative
media and technology executive, and President and Chief Operating
Officer Jonathan Ledecky, a seasoned
executive with over 35 years of investment and operational
experience, will join the combined company's Board of
Directors.
Mr. Meeker said, "We are thrilled to partner with Northern Star
as we enter our next phase of growth. We started BARK because we
are obsessed with making dogs and the people who love them happy.
As a result of this merger, we will accelerate our ability to scale
the BARK platform worldwide, add joy to the millions of dogs and
families who love our products through our monthly subscription
service and grow our omni-channel distribution. We are energized by
the numerous growth opportunities ahead, which include expanding
our product offerings and experiences, enhancing our robust
customer engagement platform though the use of artificial
intelligence and creating lasting memories for dog lovers."
Mr. Werdelin added, "BARK is well positioned to be a category
leader across the four primary channels for dogs: Fun, Food, Home
and Health. We provide our loyal customers with a range of
high-quality, tailored offerings, from toys, treats and
personalized food blends to beds, collars and dental solutions, and
are excited to launch new verticals and experiences that will
continue to delight our dogs and their families. Additionally,
partnering with legendary media and technology executive
Joanna Coles will be invaluable as
we continue our journey."
Mr. Joneja said, "We believe that this transaction with Northern
Star will provide BARK with a stronger platform to advance our
mission, innovate, and find new and creative ways to connect with
the growing BARK community. Upon closing of the merger, BARK will
be a public company with a strong balance sheet and leading market
position in a fast-growing, recession resistant market supported by
comprehensive research and data, highly personalized products, and
experiences designed to satisfy each distinct dog's personality and
preferences. More than one million dogs eagerly jump at the front
door awaiting our products monthly and we will strive to make our
public shareholders as happy as we make our dogs and their
families."
Ms. Coles said, "BARK is a market-leading, consumer-focused,
digital-first business that we believe is poised for long-term
success. The Company's loyal customer base, strong brand resonance
and passionate social following create exciting opportunities to
further solidify BARK as a leading global brand for dogs. I have
spent my career building brands and getting audiences to take
notice, care, engage and share, and I have never encountered a
company with such tremendous reach and relationships with its
customers. I believe BARK is a true disruptor in the space, with
hard-to-replicate brand loyalty, proprietary products, robust
economics and an attractive subscription and e-commerce business
model that positions the Company to continue to thrive in the years
to come."
Transaction Overview
The transaction values BARK at an enterprise value of
approximately $1.6 billion. For
the fiscal year ending March 31,
2021, the Company projects revenue of approximately
$365 million and gross profit of
approximately $221 million.
The combined company expects to receive up to $454 million of gross cash proceeds at closing,
assuming no redemptions of Northern Star's existing public
stockholders, including an upsized fully-committed $200 million private placement of common stock
(the "PIPE Offering") at $10.00 per
share led by Fidelity Management & Research Company LLC,
Senator Investment Group, the Federated Hermes Kaufmann Funds, and
affiliates of the Santo Domingo Group (advised by Quadrant Capital
Advisors, Inc.), among other top-tier institutional investors. All
BARK shareholders and management are retaining 100% of their equity
in the combined company. The proceeds are expected to be used to
accelerate the growth of existing and new product lines, invest in
staffing, marketing and engineering personnel and capabilities, and
partially reduce debt obligations.
Northern Star's units will be able to be separated voluntarily
by holders commencing on or about December
18, 2020.
The Northern Star and BARK Boards of Directors have unanimously
approved the proposed merger and the related transactions, which
are expected to be completed early in the second quarter of 2021,
subject to, among other things, the approval by Northern Star's and
BARK's stockholders of the proposed merger and satisfaction or
waiver of other customary closing conditions.
Additional information about the proposed business combination,
including a copy of the merger agreement and investor presentation,
will be provided in a Current Report on Form 8-K to be filed by
Northern Star today with the Securities and Exchange Commission and
available at www.sec.gov. The investor presentation can also be
found on BARK's investor website at investors.bark.co.
Investor Conference Call Information
BARK and Northern Star will host a joint investor conference
call to discuss the proposed transaction today, Thursday, December 17, 2020, at 7:30 am ET.
To listen to the prepared remarks via telephone dial
877-407-0789 (U.S.) or 201-689-8562 (International) and an operator
will assist you. A telephone replay will be available at
844-512-2921 (U.S.) or 412-317-6671 (International), passcode
13714365. The telephone replay will be available through
Wednesday, March 17, 2021, at
11:59 pm ET.
Advisors
Citigroup is acting as sole financial and capital markets
advisor to Northern Star. Citigroup acted as sole placement agent
to Northern Star in connection with the PIPE Offering.
Canaccord Genuity is acting as financial advisor to BARK.
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP and Skadden, Arps, Slate,
Meagher & Flom LLP are acting as legal counsel to BARK.
Graubard Miller is acting as legal counsel to Northern Star.
About BARK
BARK is the world's most dog-centric company, devoted to making
dogs happy with the best products, services and content. BARK's
dog-obsessed team applies its unique, data-driven understanding of
what makes each dog special to design playstyle-specific toys,
wildly satisfying treats and wellness supplements, and dog-first
experiences that foster the health and happiness of dogs
everywhere. Founded in 2012, BARK loyally serves dogs nationwide
with monthly subscription services, BarkBox and Super Chewer;
a curated e-commerce experience on BarkShop.com; custom collections
via its retail partner network, including Target and Amazon;
wellness products that meet your dogs' needs with BARK Bright; and
a personalized meal delivery service for dogs BARK Eats. At BARK,
we want to be the people our dogs think we are and promise to be
their voice until every dog reaches its full tail-wagging
potential. Sniff around at bark.co for more information.
About Northern Star Acquisition Corp.
Northern Star Acquisition Corp. 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 or
entities in the beauty, wellness, self-care, fashion, e-commerce,
subscription and digital-media sectors. The management team and
Board of Directors are composed of veteran consumer, media,
technology, retail and finance industry executives and founders,
including Joanna Coles, Chairwoman
and Chief Executive Officer, and Jonathan
Ledecky, President and Chief Operating Officer. Ms. Coles is
a creative media and technology executive who in her previous roles
as editor of two leading magazines and Chief Content Officer of
Hearst Magazines developed an extensive network of relationships at
the intersection of technology, fashion and beauty. Ms. Coles
currently serves as a special advisor to Cornell Capital, a
$3.5 billion private investment firm,
and is on the board at Snap Inc., Sonos, Density Software, and
Women Entrepreneurs of New York
City. Mr. Ledecky is a seasoned businessman with over 35
years of investment and operational experience. He has executed
hundreds of acquisitions across multiple industries and raised over
$20 billion in debt and equity. He is
also co-owner of the National Hockey League's New York Islanders
franchise since 2014 and a prior owner of the Washington Wizards
and the Washington Capitals. For additional information, please
visit https://northernstaric.com.
Important Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Northern Star and BARK. Northern Star
intends to file a registration statement on Form S-4 with the
Securities and Exchange Commission (the "SEC"), which will include
a proxy statement/prospectus of Northern Star, and certain related
documents, to be used at the meeting of shareholders to approve the
proposed business combination and related matters. Investors and
security holders of Northern Star are urged to read the proxy
statement/prospectus, and any amendments thereto and other relevant
documents that will be filed with the SEC, carefully and in their
entirety when they become available because they will contain
important information about BARK, Northern Star and the business
combination. The definitive proxy statement will be mailed to
shareholders of Northern Star as of a record date to be established
for voting on the proposed business combination. Investors and
security holders will also be able to obtain copies of the
registration statement and other documents containing important
information about each of the companies once such documents are
filed with the SEC, without charge, at the SEC's web site at
www.sec.gov.
The information contained on, or that may be accessed through,
the websites referenced in this press release is not incorporated
by reference into, and is not a part of, this press release.
Participants in the Solicitation
Northern Star, BARK and certain of their respective directors
and executive officers may be deemed participants in the
solicitation of proxies from the shareholders of Northern Star in
favor of the approval of the business combination and related
matters. Shareholders may obtain more detailed information
regarding the names, affiliations and interests of certain of
Northern Star's executive officers and directors in the
solicitation by reading Northern Star's Final Prospectus dated
November 10, 2020, filed with the SEC
on November 12, 2020, and the proxy
statement and other relevant materials filed with the SEC in
connection with the business combination when they become
available. Information concerning the interests of Northern Star's
participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set
forth in the proxy statement relating to the business combination
when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
Forward Looking Statements
Certain statements included in this press release are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential,"
"seem," "seek," "future," "outlook," and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words
does not mean that a statement is not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other financial and
performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or
not identified in this press release, and on the current
expectations of BARK's management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of BARK. Some
important factors that could cause actual results to differ
materially from those in any forward-looking statements could
include changes in domestic and foreign business, market,
financial, political and legal conditions. These forward-looking
statements are subject to a number of risks and uncertainties; the
inability of the parties to successfully or timely consummate the
merger, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the merger is not obtained; failure to realize
the anticipated benefits of the merger; risks relating to the
uncertainty of the projected financial information with respect to
the BARK; the risk that spending on pets may not increase at
projected rates; that BARK subscriptions may not increase their
spending with BARK; BARK's ability to continue to convert social
media followers and contacts into customers; BARK's ability to
successfully expand its product lines and channel distribution;
competition; the uncertain effects of the COVID-19 pandemic; and
those factors discussed in documents of Northern Star filed, or to
be filed, with SEC. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither Northern Star nor BARK
presently know or that Northern Star and BARK currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements.
In addition, forward-looking statements reflect Northern Star's
and BARK's expectations, plans or forecasts of future events and
views as of the date of this press release. Northern Star and BARK
anticipate that subsequent events and developments will cause
Northern Star's and BARK's assessments to change. However, while
Northern Star and BARK may elect to update these forward-looking
statements at some point in the future, Northern Star and BARK
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Northern Star's and BARK's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Northern Star's and BARK's control. While
all projections are necessarily speculative, Northern Star and BARK
believe that the preparation of prospective financial information
involves increasingly higher levels of uncertainty the further out
the projection extends from the date of preparation. The
assumptions and estimates underlying the projected results are
inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially
from those contained in the projections. The inclusion of
projections in this communication should not be regarded as an
indication that Northern Star and BARK, or their respective
representatives and advisors, considered or consider the
projections to be a reliable prediction of future events.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
in an investment in Northern Star and is not intended to form the
basis of an investment decision in Northern Star. All subsequent
written and oral forward-looking statements concerning Northern
Star and BARK, the proposed transactions or other matters and
attributable to Northern Star and BARK or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statements above.
Contacts
For BARK
Investors:
ICR, Inc.
Jean Fontana
Jean.Fontana@icrinc.com
Media:
Garland Harwood
press@barkbox.com
For Northern Star Acquisition Corp.
Jonathan Gasthalter/Nathaniel Garnick/Sam
Fisher
Gasthalter & Co.
(212) 257-4170
northernstar@gasthalter.com
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SOURCE BARK and Northern Star Acquisition Corp.