Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to Business Combination Agreement
As previously announced, on November 22, 2021, Bright Lights Acquisition Corp.,
a Delaware corporation ("BLTS"), entered into a Business Combination Agreement
(the "BCA"), by and among BLTS, Bright Lights Parent Corp., a Delaware
corporation and a direct wholly owned subsidiary of BLTS ("ParentCo"), Mower
Intermediate Holdings, Inc., a Delaware corporation and a direct wholly owned
subsidiary of BLTS ("Intermediate Holdco"), Mower Merger Sub Corp., a Delaware
corporation and a direct wholly owned subsidiary of BLTS ("Merger Sub Corp"),
Mower Merger Sub 2, LLC, a Delaware limited liability company and a direct
wholly owned subsidiary of Intermediate Holdco ("Merger Sub LLC"), and Manscaped
Holdings, LLC, a Delaware limited liability company ("Manscaped").
On January 10, 2022, the parties to the BCA entered into the First Amendment to
Business Combination Agreement (the "BCA Amendment"). The BCA Amendment provides
that each of the outstanding Company LLC Units (as defined in the BCA) and the
shares issuable pursuant to the applicable earnout milestone will be treated as
converted to ParentCo Class A common stock, as applicable, issued and to be
taken into account in calculating the per share price for purposes of
determining whether any earnout milestone has been achieved in connection with
certain transactions where all or substantially all the holders of outstanding
shares of ParentCo Class A common stock have such shares converted, exchanged or
otherwise replaced with the right to receive cash, securities or other property.
Additionally, pursuant to the BCA Amendment, the definition of "Earnout
Consideration" is amended with respect to each holder of ParentCo Class A common
stock and each holder of restricted stock units of ParentCo to equal a portion
of the available earnout shares or the available earnout restricted stock units,
respectively, as determined by the Board of Managers of Manscaped. The BCA
Amendment also removes the definition of "Earnout Pro Rata Portion". The BCA
Amendment also revises the figure in Section 2.4(a) of the BCA to read
"22,244,958 Company LLC Units" and amends Section 6.3(a) of the BCA such that,
if the registration statement filed in connection with the parties' business
combination is not effective by February 15, 2022, Manscaped shall act in good
faith to deliver to BLTS its audited financial statements as of and for the
years ended December 31, 2021, as soon as reasonably practicable following such
date.
The BCA Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K,
and the foregoing description thereof is qualified in its entirety by reference
to the full text of the BCA Amendment.
First Amendment to Sponsor Support Agreement
As previously announced, in connection with the execution of the BCA, BLTS,
Sponsor, Manscaped and certain individuals set forth on Schedule I thereto
entered into a Sponsor Support Agreement (the "Sponsor Support Agreement").
On January 10, 2022, the parties to the Sponsor Support Agreement entered into
the First Amendment to Sponsor Support Agreement (the "SSA Amendment"). Pursuant
to the SSA Amendment, the definition of "Earnout Strategic Transaction Price,"
which is the price used to determine whether the shares owned by the Sponsor
that, as part of the transactions contemplated by the BCA, as amended, are to be
subjected to potential forfeiture to ParentCo for no consideration until the
occurrence of certain earnout vesting conditions (such shares, the "Sponsor
Earnout Shares"), will vest in connection with certain transactions, was amended
such that the Sponsor Earnout Shares to be issued are to be taken into account
when determining the Earnout Strategic Transaction Price.
The SSA Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K,
and the foregoing description thereof is qualified in its entirety by reference
to the full text of the SSA Amendment.
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Important Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between BLTS
and Manscaped. This Current Report on Form 8-K does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. In connection
with the transaction described herein, BLTS and ParentCo intend to file relevant
materials with the SEC, including a registration statement on Form S-4, which
will include BLTS's proxy statement and ParentCo's prospectus. The proxy
statement/prospectus will be sent to all BLTS stockholders. BLTS also will file
other documents regarding the proposed transaction with the SEC. Before making
any voting or investment decision, investors and security holders of BLTS are
urged to read the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by BLTS through the website maintained by the SEC at
www.sec.gov or by directing a request to BLTS to 12100 Wilshire Blvd Suite 1150,
Los Angeles, CA 90025, or via email at info@brightlightsacquisition.com or at
(310) 421-1472.
Participants in the Solicitation
BLTS and Manscaped and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from BLTS's
stockholders in connection with the proposed transaction. Information about
BLTS's directors and executive officers and their ownership of BLTS's securities
is set forth in BLTS's filings with the SEC. Additional information regarding
the interests of those persons and other persons who may be deemed participants
in the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it becomes
available. You may obtain free copies of these documents as described in the
preceding paragraph.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of ParentCo, BLTS or Manscaped,
nor shall there be any sale of any such 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 state or
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act.
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Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K that are not
historical facts are forward-looking statements within the meaning of the
federal securities laws, including safe harbor provisions under the United
States Private Securities Litigation Reform Act of 1995. Forward-looking
statements are sometimes accompanied by words such as "believe," "continue,"
"project," "expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "predict," "plan," "may," "should," "will," "would," "potential,"
"seem," "seek," "outlook" and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. These statements are based
on various assumptions, whether or not identified in this Current Report on Form
8-K. These forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by an 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 ParentCo, BLTS and Manscaped. Many factors could cause
actual future events to differ from the forward-looking statements in this
Current Report on Form 8-K, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all, which may
adversely affect the price of BLTS's securities, (ii) the risk that the
transaction may not be completed by BLTS's business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by BLTS, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the approval by the stockholders of BLTS, the
satisfaction of the minimum trust account amount following any redemptions by
BLTS's public stockholders and the receipt of certain governmental and
regulatory approvals, (iv) the inability to complete the PIPE investments, (v)
the occurrence of any event, change or other circumstance that could give rise
to the termination of the BCA, (vi) the effect of the announcement or pendency
of the transaction on Manscaped's business relationships, operating results, and
business generally, (vii) risks that the transaction disrupts current plans and
operations of Manscaped and potential difficulties in Manscaped employee
retention as a result of the transaction, (viii) the outcome of any legal
proceedings that may be instituted against Manscaped or against ParentCo or BLTS
related to the BCA or the transaction, (ix) the ability to maintain the listing
of BLTS securities on the Nasdaq Stock Market or New York Stock Exchange, (x)
volatility in the price of BLTS's securities, (xi) changes in competitive and
regulated industries in which Manscaped operates, variations in operating
performance across competitors, changes in laws and regulations affecting
Manscaped's business and changes in the combined capital structure, (xii) the
ability to implement business plans, forecasts, and other expectations after the
completion of the transaction, and identify and realize additional
opportunities, (xiii) the potential inability of Manscaped to increase its
production capacity or to achieve efficiencies regarding its production process
or other costs, (xiv) the enforceability of Manscaped's intellectual property,
including its patents and trademarks and the potential infringement on the
intellectual property rights of others, (xv) the risk of downturns and a
changing regulatory landscape in the highly competitive industry in which
Manscaped operates, and (xvi) costs related to the transaction and the failure
to realize anticipated benefits of the transaction or to realize estimated pro
forma results and underlying assumptions, including with respect to estimated
stockholder redemptions. These risks and uncertainties may be amplified
by the COVID-19 pandemic, which has caused significant economic uncertainty. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of BLTS's Quarterly Reports on Form 10-Q, the registration
statement that includes a proxy statement/prospectus on Form S-4 that ParentCo
and BLTS expect to file with the SEC and other documents filed by ParentCo and
BLTS from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and
Manscaped, ParentCo and BLTS assume no obligation and do not intend to update or
revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. None of Manscaped, BLTS or ParentCo gives any
assurance that any of them will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1* First Amendment to Business Combination Agreement, dated as of January
10, 2022, by and among BLTS, ParentCo, Intermediate Holdco, Merger Sub
Corp, Merger Sub LLC and Manscaped.
10.1 First Amendment to Sponsor Support Agreement, dated as of January 10,
2022, by and among BLTS, Sponsor, Manscaped and the Persons set forth on
Schedule I of the Sponsor Support Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain exhibits, schedules and annexes to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). BLTS agrees to furnish
supplementally a copy of any omitted exhibit, schedule or annex to the SEC upon
its request; however, the Registrant may request confidential treatment of
omitted items.
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