Enjoy Technology to go public via merger with Marquee Raine SPAC

Enjoy Technology has agreed to go public via a merger with Marquee Raine Acquisition Corp, a TMT-focused blank check company backed by The Raine Group.

Enjoy Technology has agreed to go public via a merger with Marquee Raine Acquisition Corp, a TMT-focused blank check company backed by The Raine Group. When the deal closes, the newly combined company will operate as Enjoy Technology and trade on the NASDAQ under the ticker symbol “ENJY.”

PRESS RELEASE

PALO ALTO, Calif., April 28, 2021 /PRNewswire/ — Enjoy Technology, Inc. (“Enjoy” or the “Company”), a technology-powered service platform reinventing “Commerce at Home,” and Marquee Raine Acquisition Corp. (“Marquee Raine” or “MRAC”) (NASDAQ: MRAC), a TMT-focused special purpose acquisition company, announced today that they entered into a definitive merger agreement to accelerate Enjoy’s rapid growth and vision to pioneer the next disruptive channel for retail. Marquee Raine is sponsored by an affiliate of The Raine Group, a leading growth TMT-focused advisory and investment platform, and affiliates of Marquee Sports Holdings, a successful sports, media, entertainment and hospitality company led by the Ricketts family. Upon the closing of the transaction, the combined company will operate as Enjoy Technology, Inc. and its common stock will be listed on the Nasdaq stock exchange under the ticker symbol “ENJY.”

Enjoy’s mission is to reinvent “Commerce at Home” and disrupt the physical retail model by bringing a personalized, convenient retail experience through the door and into the comfort of a customer’s home. This at-home experience is powered by proprietary technology and data science tools, including real-time applications that manage inventory, routing and staffing, with the support of full-time, trained Experts. Enjoy’s mobile stores enable consumer brands to deepen engagement with their customers and provide customers with a convenient, full-service experience that e-commerce cannot deliver.

Enjoy has formed commercial relationships with several of the world’s leading consumer brands, including AT&T in the United States, BT Group in the United Kingdom, Rogers Communications in Canada, and Apple in select U.S. cities. Enjoy’s mobile stores have a track record of delivering industry-leading customer satisfaction and generating incremental revenue opportunities during Enjoy’s mobile retail experiences.

As the retail market increasingly shifts toward “Commerce at Home,” Enjoy has a significant near-term revenue opportunity in a $265 billion total addressable market in its current categories. With its asset-light model, near-zero customer acquisition costs and significant early infrastructure investments, that opportunity will only grow as the Company moves into new geographies and product categories. The Company has achieved a 100% compound annual revenue growth rate from 2018 to 2020 and expects to achieve more than $1 billion in annual revenue and a 30% adjusted EBITDA margin by 2025, representing a 78% compound annual revenue growth rate from 2020 through 2025.

“We believe our disruptive ‘Commerce at Home’ platform can do everything a store can do but better, as our full-time Experts deliver deeply personalized experiences in the comfort of customers’ homes,” said Ron Johnson, CEO and Founder of Enjoy.

“With Marquee Raine’s long-term partnership, we have a groundbreaking opportunity to bring Enjoy’s trusted, in-home retail experience to even more customers around the world,” continued Mr. Johnson. “As we scale our business and accelerate our growth trajectory, we intend to expand to new geographies, drive investment in our proprietary technologies and add new partnerships with the world’s leading consumer brands. Together, we are making retail work again for everyone.”

“Enjoy’s compelling vision and significant market opportunity fit perfectly with Marquee Raine’s core investment thesis to partner with high-growth companies that are ready to transition to the public markets,” said Tom Ricketts, Co-Chairman of Marquee Raine, Executive Chairman of the Chicago Cubs and a nominee for the post-closing Enjoy Board. “Enjoy has a visionary leadership team led by Ron Johnson, a truly unique business model and compelling growth opportunity. We are thrilled to partner with Enjoy to accelerate this disruption and transformation of the customer retail experience and drive sustainable, long-term growth for this exciting business.”

“We are incredibly impressed by what Ron and the Enjoy team have built, and we are excited to partner with them to bring ‘Commerce at Home’ to even more customers around the world,” said Brett Varsov, Co-CEO of Marquee Raine, Partner and Head of M&A at The Raine Group and a nominee for the post-closing Enjoy Board. “Enjoy is truly a dynamic and entrepreneurial company, offering an exceptional customer experience with leading premium consumer brands. With an enhanced balance sheet, new long-term investors and continued support from its existing highly-regarded investor base, Enjoy is leveraging its first-mover advantage to capitalize on the strong market tailwinds and pioneer the future of ‘Commerce at Home.'”

Enjoy’s management team, led by Founder and CEO Ron Johnson, who has been disrupting and reinventing retail for nearly five decades, will continue to lead the Company following the transaction. Mr. Johnson’s track record of seeing around corners in retail includes the development of Apple’s retail stores and the transformation of Target into a retailer that made great design affordable.

The transaction values the combined company at an implied pro forma enterprise value of approximately $1.2 billion, representing 4.8x the Company’s estimated 2022 revenues.

The transaction is expected to deliver up to $454 million of gross proceeds to Enjoy, consisting of the contribution of up to approximately $374 million of cash held in Marquee Raine’s trust account and $80 million of additional capital, through a private placement of common stock of the combined company, priced at $10.00 per share.

Before giving effect to any redemptions by the public stockholders of Marquee Raine, Enjoy shareholders will own approximately 67% including options and warrants, Marquee Raine public shareholders will own approximately 23%, private placement investors will own approximately 5% and Marquee Raine’s sponsor will own approximately 5% of the issued and outstanding shares of common stock, respectively, of the combined company at closing. Enjoy will be capitalized with up to $460 million in cash, including proceeds received from the transaction, Enjoy’s expected rollover cash and after paydown of approximately $47 million in debt.

The transaction, unanimously approved by the board of directors of Marquee Raine and Enjoy, is expected to be completed in the third quarter of 2021, subject to approval by the stockholders of Marquee Raine and other customary closing conditions. At closing, the public company’s name will be Enjoy Technology, Inc.

Advisors
The Raine Group (“Raine”) is acting as lead financial advisor to Marquee Raine. Houlihan Lokey is acting as financial advisor to Marquee Raine. Credit Suisse Securities (USA) LLC (“Credit Suisse”) is acting as lead capital markets advisor and financial advisor to Enjoy. Goldman Sachs & Co. LLC (“Goldman Sachs”) is also acting as financial advisor to Enjoy. Weil, Gotshal & Manges LLP is acting as legal advisor to Marquee Raine and Cooley LLP is acting as legal advisor to Enjoy.
Raine, Credit Suisse and Goldman Sachs are acting as placement agents on the private placement.

About Enjoy Technology
Enjoy Technology is a technology-powered platform reinventing “Commerce at Home” to bring the best of the store directly to the customer. Enjoy has formed multi-year commercial relationships with the world’s leading consumer brands to bring the products, services and subscriptions their customers love through the door directly in the comfort and convenience of their homes. Co-founded by Apple retail legend, Ron Johnson, Enjoy has pioneered a new retail experience that can do everything a traditional retail experience offers, but better, through its Mobile Stores. Enjoy currently operates in the United States, Canada and the United Kingdom. Headquartered in Palo Alto, CA, Enjoy is leading the reinvention of “Commerce at Home.” To learn more about Enjoy, please visit: www.enjoy.com/.

About Marquee Raine Acquisition Corp.
Marquee Raine Acquisition Corp. is a newly incorporated blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Marquee Raine is sponsored by an affiliate of The Raine Group, a leading growth TMT-focused advisory and investment platform, and affiliates of Marquee Sports Holdings, a successful sports, media, entertainment and hospitality company led by the Ricketts family. The management team and sponsors of Marquee Raine have successfully taken actions as advisors, investors, and operators of companies ranging from early-stage venture businesses to large corporate conglomerates in order to create shareholder value.