Dog brand BARK and SPAC Northern Star Acquisition Corp to merge

BARK, a dog brand and Northern Star Acquisition Corp, a blank check company, have agreed to merge.

BARK, a dog brand and Northern Star Acquisition Corp, a blank check company, have agreed to merge. The transaction puts BARK’s valuation at about $1.6 billion. As a result of the deal, BARK will go public on the New York Stock Exchange under the ticker symbol “BARK.” Fidelity Management & Research Company LLC, Senator Investment Group, the Federated Hermes Kaufmann Funds, and affiliates of the Santo Domingo Group, are among the investors supporting this deal with $200 million in PIPE financing.

PRESS RELEASE

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.