Benzinga | Dec 23, 2021 07:03AM EST

Blackstone Products To Go Public Via SPAC Deal With Ackrell SPAC Partners, Transaction Implies Pro Forma Enterprise Value $900M

* Blackstone Products, the innovative griddle company that is redefining the outdoor cooking experience led by Founder and Chairman Roger Dahle, has entered into a definitive business combination agreement with Ackrell SPAC Partners I Co. (NASDAQ:ACKIU), led by Chairman Michael Ackrell

* The transaction implies a combined company pro forma enterprise value of $900 million

* Proven track record of profitable growth, with a 72% net revenue CAGR from 2016 through 2020 and over $450 million in revenue estimated for 2021 which is expected to grow to over $600 million in 2022

* Blackstone is revolutionizing the traditional outdoor cooking market while simultaneously expanding the griddle category, which is expected to grow at two times the rate of the total outdoor category through 2023

* Blackstone expects to receive up to $281 million in estimated gross transaction proceeds assuming no redemptions, which includes a PIPE of $31 million of common stock and $111 million of convertible notes due 2027 from several institutional investors led by FS Investments

* The transaction is expected to close in the second quarter of 2022 and Blackstone is expected to be listed on the Nasdaq under the new ticker symbol "BLKS"

LOGAN, Utah & NEW YORK--(BUSINESS WIRE)-- Blackstone Products ("Blackstone" or the "Company"), an innovative and design-driven company that is redefining the outdoor cooking experience with griddle cooking appliances and accessories, and Ackrell SPAC Partners I Co. ("Ackrell") (NASDAQ:ACKIU), a publicly-traded special purpose acquisition company, announced today that they have entered into a definitive business combination agreement that will result, subject to the satisfaction or waiver of certain closing conditions, in Blackstone becoming a public company. Upon closing of the transaction, the combined company will be renamed Blackstone Products, Inc. and expects to apply to be listed on the Nasdaq under the new ticker symbol "BLKS." The combined company is expected to be led by Roger Dahle, Founder and Chief Executive Officer of Blackstone.

Griddle cooking is redefining the rapidly expanding outdoor cooking market by providing consumers with a faster, more convenient, and versatile cooking experience as opposed to the more traditional cooking methods offered by charcoal, gas, and pellet grills. Since launching its first griddle design in 2008 with its core 36-inch griddle, Blackstone products have been empowering home chefs of all skill levels to cook outdoors for breakfast, lunch, and dinner. By allowing consumers to cook outdoors more often and for more meal occasions, griddling has higher customer engagement than other outdoor cooking styles allowing Blackstone to rapidly penetrate the traditional outdoor cooking market and to expand the overall category.

Investment Highlights

* Dominant Position in the Rapidly Growing Griddle Category -- Blackstone created the market of at-home outdoor griddle cooking, commanding 80% of the U.S. market share with strong category growth.

* Lifestyle Brand with Passionate and Engaged Consumer Community -- Blackstone is an enthusiast brand with a passionate and engaged customer base featuring one of the largest social media communities in the industry.

* Driver of New Product Development -- Blackstone is continuously driving category innovation with a strong pipeline of products and features. Blackstone has 24 patents (31 pending) and five new product lines in development.

* Proven Go-to-Market Strategy -- Blackstone has deep long-term relationships with key retailers, including Walmart, Lowe's and Amazon. Retail channels are complemented with direct-to-consumer sales.

* Strong Historical Financial Performance -- Blackstone has strong historical top-line growth with a 72% revenue CAGR from 2016 to 2020 generating 98% free cash flow conversion in 2020.

* Significant White Space for Growth -- Blackstone has attractive future growth prospects driven by strategic initiatives, such as increasing market penetration and expanding internationally.

* Founder-led Management Team -- Blackstone has a dedicated management team led by founder Roger Dahle.

Management Commentary

"Blackstone is a pioneer in the emerging and explosive griddle category within the outdoor cooking space," said Roger Dahle. "Our market-leading griddle product portfolio is complemented by a broad range of higher-margin branded accessories and consumables. As we continue to expand our product line and increase our premium offerings, we expect to continue to gain market share and expand the outdoor cooking category. We have ignited a massive social media movement supported by our loyal customers that will further propel our brand awareness. This transaction with the Ackrell team will be transformative for our business, providing capital to fuel our marketing efforts, enhance new product development and expand our presence in the U.S. while expanding into international markets. There is a massive whitespace opportunity for griddles and we believe Ackrell is the perfect partner to help us achieve our mission -- to make outdoor cooking accessible to all, for every meal."

Stephen Cannon, Chief Operating Officer and President of Ackrell, said, "Blackstone has established, transformed and accelerated an entirely new category in the outdoor cooking market and its products have clearly resonated with consumers of all demographics. As we were evaluating potential partners, we were seeking a high-growth company, with robust revenue growth, branded products with a compelling distribution strategy and a management team with strong integrity and public company capability. After a lengthy due diligence process, we found that Roger and the Blackstone team not only met all of those requirements -- they exceeded them. We are thrilled to partner with Blackstone on this exciting journey as they become a publicly-traded company."

Transaction Overview

The business combination implies a pro forma enterprise valuation for Blackstone of $900 million, or approximately 11.1x 2022 estimated adjusted EBITDA. The transaction will provide approximately $95 million in estimated gross proceeds to the Company, assuming no redemption by Ackrell shareholders, including a PIPE of $31 million common stock at $10.00 per share and $111 million of convertible notes due 2027 (the "Notes"), subject to applicable discounts and the terms and conditions of sale, including certain minimum cash and business performance requirements. The Notes will be subordinated unsecured obligations of the Company, and interest will be payable semi-annually in arrears, beginning six months following the closing of the transaction, at a rate of 9.875% per year. The Notes will mature on April 15, 2027, unless earlier repurchased, redeemed, or converted in accordance with their terms. The initial conversion price of $11.50 represents a premium of 15% to the issue price of the common stock. The Notes will be convertible into shares of common stock at the option of investors at any time. The Company will have the option to redeem all or any portion of the Notes after April 15, 2025, if certain stock price and liquidity conditions are satisfied.

The transaction is expected to close in the second quarter of 2022, subject to, among other things,the approval by Ackrell shareholders, satisfaction or waiver of the conditions stated in the business combination agreement, and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the "SEC") and approval by The Nasdaq Stock Market to list the securities of the combined company.

In connection with the transaction, Ackrell has deposited an extension payment of $1,380,000 into the trust account for its public stockholders enabling Ackrell to extend the period of time it has to consummate its initial business combination by three months from December 23, 2021 to March 23, 2022. Ackrell SPAC Sponsors I LLC, a Delaware limited liability company and the sponsor of Ackrell, loaned the extension payment to Ackrell using funds received under a third party loan from Blackstone.

Additional information about the proposed transaction, including a copy of the business combination agreement, investor presentation and transcript of management commentary, will be provided in a Current Report on Form 8-K to be filed by Ackrell with the SEC and will be available at www.sec.gov.