Blue Nile, Inc. entered into a definitive agreement to acquire Mudrick Capital Acquisition Corporation II from Mudrick Capital Acquisition Holdings II LLC and others for approximately $340 million in a reverse merger transaction.
The consummation of the Transactions is subject to customary closing conditions for special purpose acquisition companies, including, among others: (i) approval by MUDS' stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) MUDS having at least $5,000,001 of net tangible assets as of the closing of the Transactions and (v) customary bring-down conditions. Additionally, the obligations of the Company to consummate the Transactions are conditioned upon, among others, the amount of Available Closing Buyer Cash (as defined in the Merger Agreement) being no less than $195,500,000, and the proceeds of the initial PIPE financing amount having been delivered in full as of the closing. Transaction is also subject to other customary closing conditions, including the receipt of certain regulatory approvals. The Boards of Directors of Blue Nile and Mudrick Capital Acquisition Corporation II have unanimously approved the transaction. It is expected to close early in Q4 2022.
Jefferies LLC is acting as exclusive financial and capital markets advisor and placement agent, and Jackie Cohen, Amanda Fenster, Annemargaret Connolly, Damian P. Ridealgh, Dennis F. Adams III, Graham Magill, Jackie Cohen, Jannelle Marie Seales, Matt Stewart, Nitin Shenoy Konchady, Paul J. Wessel and Vadim M. Brusser of Weil, Gotshal & Manges LLP acting as legal advisors to Mudrick Capital Acquisition Corporation II. Peter Seligson, Jeffrey W. Richards, Matthew H. O'Brien and Benjamin J. Dionne of Kirkland & Ellis LLP acting as legal advisors to Blue Nile. Amanda Fenster, Annemargaret Connolly, Damian P. Ridealgh, Dennis F. Adams III, Graham Magill, Jackie Cohen, Jannelle Marie Seales, Matt Stewart, Nitin Shenoy Konchady, Paul J. Wessel and Vadim M. Brusser of Weil, Gotshal & Manges LLP acting as legal advisors to Mudrick Capital Acquisition Holdings II LLC. Jonathan Ko of Paul Hastings LLP acted as legal advisor to Jefferies LLC. Continental Stock Transfer & Trust Company acted as transfer agent to Mudrick Capital.