The Topps Company, Inc. entered into a definitive agreement to acquire Mudrick Capital Acquisition Corporation II (NasdaqCM:MUDS) from Mudrick Capital Acquisition Holdings II LLC and others for $1.2 billion in a reverse merger transaction on April 6, 2021. Under the terms of transaction, a combination of stock and cash consideration in an aggregate amount equal to (a) $1.227 billion, minus (b) the net indebtedness of the Topps as of immediately prior to the Closing, minus (c) MUDS’ and the Topps's transaction expenses, in each case, incurred in connection with the transactions, up to a maximum aggregate amount of $50 million (and with respect to MUDS, up to a maximum amount of $25 million), minus (d) any remaining amounts payable by the Company under any affiliated contract being terminated as part of the transaction and 7.68 million shares of Class B common stock of the combined company subject to forfeiture if certain share price targets are not achieved in accordance with the applicable terms set forth in the Merger Agreement, rights to receive payments under the Tax Receivable Agreement and rights to certain tax refunds received by Toppsin respect of pre-Closing tax periods. The transaction implies a pro forma enterprise value for The Topps Company of approximately $1.3 billion. The business combination will result in Topps becoming a public company. The transaction will be funded with Mudrick's $321 million of cash in trust and $250 million of committed PIPE financing. The transaction is anticipated to generate gross proceeds of up to approximately $571 million of cash, assuming no redemptions by the public stockholders of MUDS. This additional capital will be used to purchase shares from existing Topps shareholder Madison Dearborn Partners, which intends to sell the majority of its ownership position, and to fund transaction related fees and expenses. This includes a private placement of $250 million of common stock in MUDS, including participation from funds and accounts managed by GAMCO Investors and Wells Capital Management and including up to $100 million from Mudrick Capital. The pro forma implied equity value of the combined company is $1.163 billion at the $10.15 per share PIPE price, assuming no redemptions by the public stockholders of MUDS. The Tornante Company will roll 100% of its equity into new public company as part of the transaction to own 36% of the combined company, MUDS public shareholders and founder will own approximately 28% and 7%, PIPE investors will own 21% while Madison Dearborn Partners /Management will own 8%. Upon closing of the transaction, the combined company will be named Topps and remain listed on NASDAQ under the new ticker symbol “TOPP.” Michael D. Eisner, Chairman of The Topps Company, will become Chairman of the combined company’s Board of Directors. Also expected to join the combined company’s Board of Directors are Jill Ellis, Eric Eisner, Maria Seferian, Scott Pasquini, Marc Lasry and Andy Redman as each been nominated to serve as Directors. The combined company will continue to be led by Michael Brandstaedter, President and Chief Executive Officer of Topps. Meltem Demirors will join The Topps's Board of Directors, following the completion of its business combination with Mudrick Capital. The merger agreement may be terminated under certain circumstances. The transaction is subject to approval of MUDS stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of certain regulatory approvals, MUDS having at least $5,000,001 of net tangible assets as of the closing and the amount of available closing buyer cash being no less than $350 million as of the closing, Topps shall have completed the Pre-Closing Recapitalization, and Holdings shall have completed the Holdings Liquidation, MUDS Class A Common Stock, whether issuable as part of the PIPE Financing or as part of the closing stock Amount, shall have been approved for listing on NASDAQ, the existing MUDS Certificate of Incorporation shall be amended and restated in the form of the MUDS Charter and other customary closing conditions. The Boards of Directors of Topps and MUDS have unanimously approved the transaction and adopted a resolution recommending the plan of merger set forth in the agreement be adopted by their respective stockholders. The transaction is expected to close in the late second or early third quarter of 2021. Jefferies LLC served as financial and capital markets advisor and Jackie Cohen, Dov Kogen, Paul Wessel, Joseph Pari, Graham Magill, Faiza Rahman, Michael Epstein, Annemargaret Connolly, John O’Loughlin, Christian Tappeiner, Konrad von Buchwaldt, Julian Schwanebeck, Caroline Geiger, Timothy Welch, Damian Ridealgh, Lyuba Goltser, Vadim Brusser and Rob Shmalo of Weil, Gotshal & Manges LLP served as legal counsels to MUDS. Deutsche Bank Securities Inc. served as financial advisor and Richard J. Campbell, Bob Hayward, Elisabeth Martin and Aisha P. Lavinier of Kirkland & Ellis LLP served as legal counsels to The Topps Company. Frank Lopez, Jonathan Ko and James Shea of Paul Hastings LLP advised Jefferies as lead placement agent for a PIPE transaction for the business combination between The Topps Company, Inc. and Mudrick Capital Acquisition Corp. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and D.F. King & Co., Inc. acted as proxy solicitor to Mudrick Capital Acquisition Corporation II. D.F. King will be paid a fee of $25,000. The Topps Company, Inc. cancelled the acquisition of Mudrick Capital Acquisition Corporation II (NasdaqCM:MUDS) from Mudrick Capital Acquisition Holdings II LLC and others in a reverse merger transaction on August 20, 2021. The transaction has been terminated after notification on August 19, 2021 from Major League Baseball and the Major League Baseball Players Association that they would not be renewing their respective agreements with The Topps Company when they come up for renewal at the end of 2025 and 2022, respectively.