Authentic Brands LLC executed a non-binding letter of intent to acquire SilverBox Engaged Merger Corp I (NasdaqCM:SBEA) from SilverBox Engaged Sponsor LLC and others for $1.3 billion in a reverse merger transaction on September 19, 2021. Authentic Brands LLC entered into an agreement to acquire SilverBox Engaged Merger Corp I from SilverBox Engaged Sponsor LLC and others for $1.3 billion in a reverse merger transaction on November 2, 2021. Post-closing, the combined company will be named BRC Inc. The proposed business combination will place up to $225 million in cash on Black Rifle Coffee Company, LLC's balance sheet to accelerate the implementation of its digital-first, omnichannel strategy and support continued rapid growth. Concurrently with the execution of the business combination agreement, SilverBox entered into subscription and backstop agreements with various accredited investors, including affiliates of SilverBox Engaged Sponsor LLC, pursuant to which such investors agreed to purchase an aggregate of 10 million shares of SilverBox Class C common stock for an aggregate purchase price of $100 million. Assuming no redemption, Authentic Brands equity holders will hold 68.22%, SilverBox Public stockholders will hold 18.02%, SilverBox Engaged Sponsor will own 3.03%, while PIPE Investors and Engaged Capital Investors each will own 5.22% of the combined company. The transaction is financed from $300 million of common equity commitments from Innovative Backstop structure.

As of January 4, 2022, the parties amended the agreement, pursuant to which, within 60 calendar days after the consummation of the Business Combination, Authentic Brands will either (i) pay make-whole premium, if any, in cash when due to the former preferred unitholders or (ii) issue (or cause to be issued) additional equity in the form of shares of resulting issuer Class A common stock at $10 per share and Authentic Brands common units at $10 per unit. Upon consummation of the business combination, the executive officers of combined company will consist of Evan Hafer, Chief Executive Officer; Mat Best, Executive Vice President; Tom Davin, Co-Chief Executive Officer; Greg Iverson, Chief Financial Officer, Toby Johnson, Chief Operations Officer and Andrew McCormick, General Counsel and Corporate Secretary. Post-closing, SilverBox Engaged Merger Corp I is expected to trade on the New York Stock Exchange under the ticker symbol “BRCC.”

The transaction is subject to certain customary closing conditions, including, among others, approval of the transaction and related agreements and transactions by the SilverBox stockholders and unitholders of Authentic Brands, effectiveness of the proxy / registration statement on Form S-4, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of approval for listing on the New York Stock Exchange or The Nasdaq Stock Market LLC, as applicable, the shares of PubCo Class A Common Stock to be issued in connection with the business combination, the PubCo Board shall consist of the number of directors, and be comprised of the individuals and classes, determined pursuant to the business combination agreement, the proposed charter shall have been duly filed with the Secretary of State of the State of Delaware, and the Proposed Bylaws shall have been duly adopted and that SilverBox have at least $5 million of net tangible assets upon the consummation of the closing of the business combination. The transaction has been approved unanimously by the Board of Directors of both SilverBox and Black Rifle Coffee. SilverBox Board unanimously recommends that stockholders vote for the approval of business combination agreement. On November 2, 2021, concurrently with the execution of the business combination agreement, SilverBox entered into the amended and restated forward purchase agreement with Engaged Capital, LLC, a member of SilverBox's sponsor, in its capacity as investment advisor on behalf of investment funds and accounts managed by Engaged Capital, and Authentic Brands, pursuant to, and on the terms and subject to the conditions of, which the Forward Purchase Investors have collectively subscribed for 10 million shares of SilverBox Class C Common Stock at a price of $10.00 per share or an aggregate purchase price of $100 million. On January 13, 2022, SilverBox Engaged Merger Corp I announced the effectiveness of registration statement. As of January 26, 2022, SilverBox Engaged Merger Corp I, reminds its stockholders to vote in favor of the transaction in a special meeting of shareholders to be held on February 3, 2022. On February 3, 2022, SilverBox Engaged Merger Corp I stockholders approved the transaction The transaction is expected to close during the first quarter of 2022. As disclosed on February 2, 2022, the transaction is expected to close on February 9, 2022. The expected proceeds from the transaction will be used to continue investing in the omnichannel strategy, and long-term goal to hire 10,000 veterans.

William Blair is serving as Lead Financial Advisor, and BDT & Company, LLC is serving as Financial Advisor to Authentic Brands. Steven V. Napolitano, John A. Kaercher, Joshua N. Korff and Peter S. Seligson of Kirkland and Ellis LLP acted as legal advisors to Authentic Brands, LLC. David M. Hernand, Jonathan Ko, Sean Monroe, Stephen Harris, Douglas Schaaf, Amy Lawrence, Ron Ben Yehuda, of Paul Hastings acted as legal counsel to SilverBox. Continental Stock Transfer & Trust Company acted as transfer agent while Morrow Sodali LLC acted as proxy solicitor to SilverBox. SilverBox has agreed to pay Morrow Sodali a fee of $0.04 million.