Peyton and Eli Manning-Backed BBQGuys To Become Publicly Traded Company Via Merger With SPAC Velocity Acquisition Corp. (VELO)

July 20, 2021 7:04 AM EDT

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BBQ Holding, LLC, a leading specialty e-commerce platform for higher-end BBQ grills, grilling accessories and outdoor living products for both homeowners and professional builders (“BBQGuys” or the “Company”), and Velocity Acquisition Corp. (Nasdaq: VELO) (“Velocity”), a publicly-traded special purpose acquisition company, announced today they have entered into a definitive business combination agreement that will result in BBQGuys becoming a publicly listed company on NASDAQ under the new ticker symbol “BBQG”. The transaction values the Company, which generated revenue of $264 million in 2020, at a pro forma equity value of approximately $963 million and an enterprise value of approximately $839 million.

Velocity, launched by investment platform &vest, is led by Doug Jacob, Founder, and Adrian Covey, Chief Executive Officer. Velocity is the second SPAC launched by &vest; its first SPAC, FAST Acquisition Corp (NYSE: FST), entered into an agreement to merge with Fertitta Entertainment Inc. in an $8.6 billion transaction. BBQGuys’ Chief Executive Officer, Russ Wheeler, and the current management team will continue to lead the combined company.

Company Overview

Founded in 1998, BBQGuys is one of the largest specialty e-commerce platforms for higher-end grills, grilling accessories and outdoor kitchen products, and is rapidly evolving into a complete outdoor living lifestyle brand. Unlike mass-market and brick-and-mortar specialty retailers, or manufacturers selling direct-to-consumer, BBQGuys offers a comprehensive consumer experience for the grilling and outdoor living enthusiast. Complemented by a strong focus on sales and customer support, this experience includes deep category expertise, tailored fulfillment capabilities, and a digital content engine for not only consumers looking for grilling techniques and recipes, but also professional customers seeking outdoor planning concepts. BBQGuys fosters and maintains long-tenured relationships with key brand partners, plus an attractive and growing portfolio of owned-brands (including Blaze and Victory) that address gaps in the market and benefit from BBQGuys’ established infrastructure to commercialize its innovation pipeline.

BBQGuys was acquired by innovative private equity firm Brand Velocity Partners ("BVP") along with additional strategic investors including the Manning family (Archie, Cooper, Peyton, and Eli), NFL Hall of Famers LaDainian Tomlinson and Steve Hutchinson, and lifestyle entrepreneur Landyn Hutchinson. Since the acquisition, BBQGuys and BVP have instituted significant advancements to the BBQGuys platform, including the development of additional distribution centers to improve national distribution, the acquisition of Pacific Coast Manufacturing to enhance vertical integration of BBQGuys’ owned-brands, the addition of key management and executive team members, and the expanded focus on BBQGuys’ national sales center and PRO customers. Further, BBQGuys and BVP have formalized relationships with several key investors to also be the faces and personalities of the Company’s national marketing strategy, including its first national advertising campaign featuring the entire Manning family as brand ambassadors.

Management Commentary

“Our rapidly accelerating, digitally-powered business is the perfect complement to Velocity’s operator-led domain expertise and successful track record,” said Mr. Wheeler. “The efforts of our incredible team have already led to 43 consecutive quarters of year-over-year top-line growth and positive EBITDA. We have also benefited under the ownership of Brand Velocity Partners who have significantly supplemented the Company’s marketing and business development efforts. With our highly capital efficient structure and defensible platform informed by more than 20 years of proprietary customer data, we expect our growth to accelerate as we continue to build the BBQGuys brand among consumers and professionals. We are excited to team up with Velocity and continue partnering with BVP.”

“At Velocity, we set out to find a generational asset in the digital transformation space, where our branding and digital expertise could be highly additive, and we found everything we were looking for in BBQGuys,” said Mr. Jacob. “Their category leadership and compelling financial profile have been built by a best-in-class management team, and fueled by a marketing engine with data-driven insights we know are crucial to digital success. BBQGuys’ extension into professional markets (through BBQGuys PRO) and other BBQ-adjacent categories such as outdoor living provides excellent opportunities for diversified growth and a path to becoming the next great ecommerce platform.”

“It is with great excitement that we continue our partnership with BBQGuys in the next phase of its business as a public company,” said Steve Lebowitz, Co-Founder and Managing Partner at Brand Velocity Partners. “We look to partner with companies seeking to supercharge growth through not only our differentiated marketing resources, but also how we prioritize investment in the talents of their employees. We have accomplished a great amount since purchasing the company from the founders by building out BBQGuys’ management team and infrastructure, making a targeted acquisition and supercharging the marketing and investor base. We are thrilled to take the company to the next level through a combination with Velocity, and we can’t wait to contribute to the incredible growth that we believe lies ahead.”

Transaction Overview

The transaction implies a pro forma enterprise valuation for BBQGuys of $839 million, or 17.0x projected 2022 pro forma Adjusted EBITDA of $49 million. Estimated cash proceeds to the Company from the transaction are expected to consist of Velocity’s $230 million of cash in trust (assuming no redemptions).

The Company expects to use the proceeds from the transaction to invest in BBQGuys’ key growth initiatives, including acquisitions, and provide additional working capital in addition to covering transaction-related costs.

Upon the closing of the transaction, and assuming none of Velocity’s public stockholders elect to redeem their shares, existing BBQGuys shareholders, including BVP, are expected to own 71% of the combined company, the Velocity sponsors are expected to own 5% of the combined company, and public stockholders are expected to own 24% of the combined company. As part of BVP’s “Share the Gains” program, BVP’s principals are allocating 10% of their carried interest to the non-senior management employees of BBQGuys (subject to vesting).

The boards of directors of each of Velocity and BBQGuys have approved the transaction. The transaction will require the approval of the stockholders of Velocity and is subject to other customary closing conditions including the receipt of certain regulatory approvals. The transaction is expected to close in the fourth quarter of 2021.

More information about the transaction can be found at www.bbqguys.com/investors.

Advisors

Credit Suisse acted as exclusive financial advisor to BBQGuys. Jefferies, Citigroup and Canaccord Genuity acted as financial and capital markets advisors to Velocity. Sidley Austin LLP acted as the legal advisor to BBQGuys and Winston & Strawn LLP acted as the legal advisor to Velocity.

About BBQGuys

BBQGuys is a leading e-commerce retailer of higher-end grills, grilling accessories and outdoor living products for both homeowners and professional builders. What began as a humble brick-and-mortar store in 1998 has since evolved into one of America’s fastest-growing businesses–one that has served over a million happy customers nationwide. With an A+ rating from the Better Business Bureau and annual recognition as a leader in the online space, BBQGuys has cemented itself as a trusted voice in the grilling and outdoor living industry. Were you born to grill? Visit us at BBQGuys.com.

About Velocity Acquisition Corp.

Velocity Acquisition Corp. is a special purpose acquisition company formed by the investment platform &vest in February 2021 with the purpose of entering into a business combination with one or more businesses in the digital transformation space. Velocity is the second special purpose acquisition company launched by &vest; its first SPAC, FAST Acquisition Corp. (NYSE: FST), entered into an agreement to merge with Fertitta Entertainment Inc. in an $8.6 billion transaction. &vest is a unique investment platform co-founded by Doug Jacob in 2019 that manages two SPAC franchises (FAST and Velocity), as well as a series of private investments and an integrated creative consultancy.

About Brand Velocity Partners

Brand Velocity Partners (BVP) is an innovative private equity firm focused on investing in businesses that are well-positioned to benefit from its growth-centric approach, deep marketing expertise and investment in the employees of its companies. BVP utilizes its full-service agency partner, Source Communications, to develop and execute marketing programs for portfolio companies. Portfolio companies also leverage BVP's vast sports and entertainment networks to create accretive partnerships with athletes, teams, leagues, celebrities and other businesses. In addition, BVP recognizes the worth of each person that contributes to a company’s success. In recognition, we dedicate 10% of our total carried interest pool (i.e., our primary means of compensation as investment managers) in every investment to the non-management team employees, each of whom is valued by us and critically important to our continued, collective success. This is our Share the Gains program, which ensures that all employees of a company—not just senior management teams and the private equity owners who have separate means of compensation—share in the benefits from our united efforts. To learn more about BVP, its portfolio companies, and its innovative growth strategies, please visit www.brandvelocitypartners.com.



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