Mercer Park Brand Acquisition Corp has filed a final prospectus with Canadian regulatory authorities outside of Québec for an initial public offering (IPO).
The IPO is for Class A restricted voting units of US$10 per unit, for total proceeds of US$350 million, not including the greenshoe option, up from a prior target of US$250 million.
Mercer Park Brand, a special purpose acquisition corporation (SPAC) sponsored by U.S. family office Mercer Park, intends to list on the Neo Exchange.
For a qualifying transaction, the SPAC will target one or more acquisitions involving branded product businesses in cannabis and cannabis-adjacent industries.
Mercer Park Brand Acquisition Corp. Files Final Prospectus for US$350,000,000 Initial Public Offering of Class A Restricted Voting Units
TORONTO, May 8, 2019 /CNW/ – Mercer Park CB II, L.P. (“Mercer Park”) and Mercer Park Brand Acquisition Corp. (“Mercer Park Brand”) announce that they have filed a final prospectus with the securities regulatory authorities in all provinces and territories of Canada, except Quebec, and have obtained a receipt therefor in respect of Mercer Park Brand’s initial public offering (the “Offering”) of US$350,000,000 of Class A restricted voting units (the “Class A Restricted Voting Units”). Mercer Park Brand has granted Canaccord Genuity Corp., the underwriter of the Offering (the “Underwriter”), a 30-day option following the closing of the Offering (the “Closing”) to purchase up to an additional 5,250,000 Class A Restricted Voting Units, at a price of US$10.00 each (the “Over-Allotment Option”). The proceeds from the distribution of the Class A Restricted Voting Units (along with the proceeds from any exercise of the Over-Allotment Option) will be deposited into an escrow account and will only be released upon certain prescribed conditions, as further described in the final prospectus dated May 7, 2019 (the “Final Prospectus”).
Mercer Park Brand is a newly organized special purpose acquisition corporation formed for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specified period of time (a “Qualifying Transaction”). Mercer Park Brand intends to identify, evaluate, and execute an attractive Qualifying Transaction by leveraging its network to find one or more attractive and, wherever possible, proprietary investment opportunities. It intends to focus its search for targets that operate branded product businesses in cannabis and/or cannabis-adjacent industries; however, it is not limited to a particular industry or geographic region for purposes of completing its Qualifying Transaction.
Mercer Park, the sponsor of Mercer Park Brand (the “Sponsor”), is a limited partnership indirectly controlled by Mercer Park, L.P., a privately-held family office based in New York, New York. Mercer Park Brand’s strategy is to leverage Mercer Park’s executive leadership and entrepreneurial expertise, investment experience and network, together with its team of employees, in order to identify and execute an attractive Qualifying Transaction.
Each Class A Restricted Voting Unit consists of one Class A restricted voting share (each, a “Class A Restricted Voting Share”) and one-half of a share purchase warrant (each whole warrant being referred to as a “Warrant”). Each Warrant will entitle the holder to purchase one Class A Restricted Voting Share (and upon the closing of a Qualifying Transaction, each Warrant would represent the entitlement to purchase one subordinate voting share of Mercer Park Brand (each, a “Subordinate Voting Share”)). The Class A Restricted Voting Units are intended to begin trading promptly after the Closing. The Class A Restricted Voting Shares and the Warrants comprising the Class A Restricted Voting Units will initially trade as a unit but it is anticipated that the Class A Restricted Voting Shares and the Warrants will begin trading separately 40 days following the Closing (or, if such date is not an Exchange (as defined below) trading day, the next Exchange trading day), subject to Mercer Park Brand fulfilling customary listing requirements. However, no fractional Warrants will be issued and only whole Warrants will trade.
Our Sponsor intends to purchase an aggregate of 9,810,000 Warrants (the “Founders’ Warrants”) at an offering price of US$1.00 per Founders’ Warrant (for an aggregate purchase price of US$9,810,000) and 109,000 Class B Units at an offering price of US$10.00 per Class B Unit (for an aggregate purchase price of US$1,090,000) that will occur on or prior to the Closing. Each Class B Unit consists of one Class B share (each, a “Class B Share”) and one-half of a Warrant.
The Class B Shares issued to the Sponsor, Sean Goodrich and Charles Miles (or persons or companies controlled by them), which we refer to collectively as our Founders, will not be listed prior to the closing of a Qualifying Transaction, as described in the Final Prospectus. The Closing is expected to occur on or about May 13, 2019.
The Neo Exchange Inc. (the “Exchange”) has conditionally approved the listing of the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the Warrants, under the symbols “BRND.UN”, “BRND.A”, and “BRND.WT”, respectively.
The Warrants will become exercisable during the period commencing 65 days after completion of a Qualifying Transaction and ending five years thereafter subject to adjustment and subject to early expiry or redemption by Mercer Park Brand as further described in the Final Prospectus. Each Warrant is exercisable to purchase one Class A Restricted Voting Share (which, following the closing of the Qualifying Transaction, will become one Subordinate Voting Share) at a price of US$11.50 per share.
Goodmans LLP is acting as Canadian legal counsel to Mercer Park Brand.
The Offering is only being made to the public by prospectus. A prospectus containing important information relating to these securities has been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada, except Quebec. Investors should read the prospectus before making an investment decision.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. A copy of the final prospectus is available on SEDAR at www.sedar.com.
About Mercer Park Brand Acquisition Corp.
Mercer Park Brand is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a Qualifying Transaction.
About Mercer Park CB II, L.P.
Mercer Park is a limited partnership formed under the laws of Delaware that is indirectly controlled by Mercer Park, L.P., which is a privately-held family office based in New York, New York that is controlled by Jonathan Sandelman.
For further information: Cody Slach & Sean Mansouri, Gateway Investor Relations, (949) 574-3860 or BRND@gatewayir.com