Benzinga | Nov 23, 2021 07:07AM EST

MANSCAPED to Become a Publicly Traded Company via Merger With Bright Lights Acquisition Corp.

MANSCAPED(tm) ("MANSCAPED" or "the Company"), a leading men's lifestyle consumer brand and male grooming category creator, and Bright Lights Acquisition Corp. ("Bright Lights") (NASDAQ:BLTS), a publicly-traded special purpose acquisition company, announced today they have entered into a definitive business combination agreement that will result in MANSCAPED becoming a public company. Upon closing of the transaction, the combined company will be renamed Manscaped Holdings, Inc. and expects to apply to be listed on the Nasdaq under the new ticker symbol "MANS." The combined company will be led by Paul Tran (Bio), Founder and Chief Executive Officer of MANSCAPED.

MANSCAPED was founded in 2016 and quickly rose to become a preferred brand among consumers and celebrities alike as the pioneer of men's below-the-waist grooming, commonly referred to as "manscaping." By focusing on the needs of what had, for too long, been a sensitive and often taboo subject, MANSCAPED sparked a fresh conversation and defined a massive market within the $70 billion global men's grooming industry. The revolutionary brand produces a diversified line of precision-engineered tools, unique formulations, and accessories that are intelligently designed to introduce and elevate a whole new self-care routine. This notion, combined with MANSCAPED's mission to help men level up and be the best version of themselves, is now a proven and highly adopted concept around the world.

As a digitally native brand, MANSCAPED has scaled into a true omnichannel lifestyle business in a short amount of time. Along the way, the global grooming leader has produced significant accomplishments including launching in 38 countries with international sales tracking with its successful U.S. trajectory, creating a top-notch and rapidly growing subscription program, and boasting thousands of disruptive displays in retail giants like Target, Best Buy, and Macy's. Further, they've established and maintained high-profile partnerships with dozens of celebrated professional athletes, including Rob Gronkowski and Alex Caruso, and iconic sports organizations such as UFC(r), NASCAR, and the San Francisco 49ers. Their presence extends to top Hollywood stars, with fans including Channing Tatum who will become an investor and another creative content partner for the Company as part of the transaction.

But this is just the beginning as MANSCAPED fills an unmet need for a lifestyle brand that speaks to men of all ages with grooming products. Today, MANSCAPED resonates with men all over the world with its humorous brand approach, viral marketing campaigns, and popular premium products.

Investment Highlights

Category Creator and Leader MANSCAPED created the market for men's below-the-waist grooming and is a defining lifestyle brand in men's personal care with its unique brand value and high customer loyalty supported by impressive marketing reach and innovative products.Compelling and Scalable Business Impressive, industry-leading growth and product margin profile supported by superior unit economics and a digitally native, omnichannel platform with a high level of repeat purchase, including a fast-growing subscription program.Multiple Paths to Growth Continued global expansion plan based on demonstrated success, penetration of large and underserved addressable groin grooming market, and considerable growth potential going beyond the groin into overall men's personal care, including hard goods and consumable products.Compelling Growth, Efficient Capital Deployment, and Robust Financials Generated significant revenue growth through efficient use of capital with revenue run rate growing from $3 million to $285 million in three years while only using $23 million in equity capital raised. During that time, MANSCAPED has garnered over one million subscribers that have a 70% repeat purchase rate within the first 12 months.Massive Total Addressable Market Opportunity Target demographic of over 900 million men worldwide representing an underpenetrated $70 billion global male grooming market opportunity.A True Omnichannel Brand Products available across multiple countries through online marketplaces, brick-and-mortar retail, direct-to-consumer, and subscription.Management Commentary

Paul Tran commented, "MANSCAPED was founded on delivering much-needed grooming solutions for men but has since catapulted into a full lifestyle brand with a multigenerational cult following. We're innovating beyond the groin with a robust product roadmap that will continue to revolutionize the industry by addressing all of men's self-care needs. This further establishes our status as a defining men's lifestyle brand and one that is already admired by millions of lifelong fans worldwide.

"The process of going public is a crucial milestone in our journey. The capital raised in this transaction will drive our ability to serve more men in more markets around the world, while also allowing us to grow the MANSCAPED routine into additional personal care and lifestyle product spaces," Paul continued. "We are excited to be working with Bright Lights, and gratified that our customers can now be owners of the company and more deeply invested in our business."

Michael Mahan, Chief Executive Officer of Bright Lights, who will join MANSCAPED's Board of Directors, said, "MANSCAPED has a huge opportunity to capitalize on the sizable and growing men's self-care market by offering its unique line of grooming products. Bright Lights sought to partner with an exceptional company that could benefit from celebrity partnerships, and MANSCAPED's proven success and omnichannel platform company was the perfect opportunity for two world-class teams to come together. We are thrilled to partner with MANSCAPED and their team and look forward to its future success as a publicly traded entity."

Kevin Datoo, President of MANSCAPED, commented, "We see a tremendous global market opportunity in front of us driven by the exponential growth of this new, but immense segment. We have proven ourselves as the market leader and creator of the below-the-waist care category and are excited to continue to evolve our offerings into the leading lifestyle brand for men's self-care."

Transaction Overview

The business combination implies an enterprise valuation for MANSCAPED of $1 billion, or approximately 2.6x 2022 revenue. The transaction will provide $305 million in gross proceeds to the Company, assuming no redemption by Bright Lights shareholders, including a $75 million fully committed common stock PIPE at $9.20 per share from investors that include: Funds managed by UBS O'Connor, Shaolin Capital Management, Signia Venture Partners, Guggenheim Investments, Endeavor, and an affiliate of Saban Capital Group LLC. 100% of MANSCAPED's shareholders will roll their equity holdings into the newly public company. After closing, assuming no redemptions, the Company expects to have $235 million on the balance sheet and no debt.

The Boards of Directors of both MANSCAPED and Bright Lights have unanimously approved the transaction. The transaction will require the approval of the shareholders of both MANSCAPED and Bright Lights, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the first quarter of 2022.

Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation and transcript of management commentary, will be provided in a Current Report on Form 8-K to be filed by Bright Lights with the Securities and Exchange Commission ("SEC") and will be available on the MANSCAPED's Investor Relations page at www.manscaped.com and at www.sec.gov.

Advisors

Moelis & Company LLC is acting as financial advisor to Bright Lights. Jefferies LLC and Deutsche Bank Securities Inc. are acting as Capital Markets Advisors to Bright Lights. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Bright Lights.

Jefferies LLC, Moelis & Company LLC and Deutsche Bank Securities Inc. served as placement agents for the PIPE financing. Paul Hastings LLP served as legal advisor to the placement agents.

Financo Raymond James is acting as financial advisor to MANSCAPED. Buchalter, P.C. is acting as legal advisor to MANSCAPED.