Boxed to Become U.S. Publicly Traded Company Through Merger With Seven Oaks Acquisition Corp. (SVOK)

June 14, 2021 7:05 AM EDT

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Boxed, Inc. (“Boxed” or “the Company”; legally known as “Giddy Inc. d/b/a Boxed”), an e-commerce grocery shopping platform selling bulk consumables to households and businesses, and Seven Oaks Acquisition Corp. (“Seven Oaks” or “SVOK”) (Nasdaq: SVOK, SVOKU, SVOKW), a publicly-traded special purpose acquisition company, today announced a definitive agreement for a business combination that would result in Boxed becoming a public company. The combined company will be called Boxed, Inc. upon the closing of the transaction and is expected to be listed in the U.S. under a new ticker symbol. Boxed will continue to be led by Chieh Huang, Boxed’s Chief Executive Officer. Gary Matthews, Chairman and Chief Executive Officer of Seven Oaks Acquisition Corp., will serve as Boxed’s Chairman of the Board when the business combination is complete.

Founded in 2013, Boxed makes shopping for bulk consumables easy and convenient, without the requirement of a “big-box” store membership. By leveraging its proprietary end-to-end e-commerce platform to provide Business-to-Consumer (“B2C”) and Business-to-Business (“B2B”) customers with a delightful and user-friendly basket-building shopping experience, Boxed maintains a differentiated approach in a $100 billion+ U.S. online grocery market which is expected to grow at an approximately 20% CAGR over the next five years. This has propelled the Company’s average order value to about $100 per order and its exceptional Net Promoter Score (“NPS”) to 69. The convenience of a curated, mobile-first, basket-building shopping experience, fueled by the strength of Boxed’s brand, AI and robotics-driven technology and B2B capabilities, sets the Company apart from industry peers.

Boxed is also monetizing its proprietary end-to-end technology through a unique Software-as-a-Service (“SaaS”) offering. In January 2021, the Company signed a multi-year SaaS partnership agreement with Aeon Group, one of Asia’s largest retail conglomerates.

Boxed is a founder-led business with strong ESG principles. Boxed has developed a powerful, unique brand, known for doing right by its customers, employees and society.

Investment Highlights:

  • Leverages proprietary technology to promote a curated, simple shopping experience which drives big basket sizes of approximately $100, or eight items per average order, for its B2C platform
  • Significant B2B business servicing a wide-range of customers, from small and midsize businesses to Fortune 100 enterprises; well-positioned to capitalize on the reopening of the U.S. economy
  • Rapidly growing BoxedUp paid subscriber base providing a loyal, recurring revenue stream
  • Vertically-integrated technology stack that includes the customer-facing front-end, the operational back-end software and homegrown fulfillment automation robotics
  • Monetizing proprietary technology platform through unique SaaS business
  • Proven commitment to an ESG mission with a majority of corporate office positions held by ethnic minorities, and the Company consolidates large orders to reduce carbon footprint

“We are excited to take this important step forward to position Boxed for our next phase of growth,” Mr. Huang said. “This transaction will allow Boxed to capitalize on the tailwinds that e-commerce businesses are experiencing. This capital will also allow us to fund B2B growth, third-party marketplace expansion and drive our unique SaaS business. We look forward to partnering with the seasoned team at Seven Oaks as we leverage their operational and public company expertise.”

Mr. Matthews commented, “Boxed is a phenomenal business that meets all of the criteria as a Seven Oaks investment. Our partnership with Boxed is consistent with our goal to deliver attractive and sustainable returns to our investors through a focus on growth companies that aspire to make a positive social impact.

Mr. Matthews continued, “Boxed is a leading e-commerce platform with significant competitive advantages and multiple opportunities to accelerate growth and drive value creation. We are confident that by supporting Chieh and the talented management team with our proven operating playbook, Boxed will continue to achieve success in a rapidly growing market.”

Transaction OverviewUnder the terms of the proposed transaction, Boxed and Seven Oaks will merge with a pro forma combined equity value of approximately $900 million. The combined company is expected to receive $334 million in net cash proceeds from a combination of Seven Oaks’ cash in trust of approximately $259 million, assuming no redemptions by Seven Oaks’ public stockholders, as well as a $120 million fully committed private placement financing. There are no secondary shares being sold by existing Boxed shareholders in the transaction.

The private placement consists of a combination of common stock and convertible notes from institutional and strategic investors including Brigade Capital Management, Avanda Investment Management and Onex Credit, and will close concurrently with the merger. The 7.00% senior unsecured convertible notes have a five-year maturity and a conversion price of $12.00, representing a 20% premium to the purchase price of the common shares. Boxed’s current equity holders will own approximately 62% of the pro forma company immediately after closing, assuming no redemptions.

The Boards of Directors of each of Seven Oaks and Boxed have approved the transaction. The transaction will require the approval of the stockholders of both Seven Oaks and Boxed, 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.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K that will be filed by Seven Oaks Acquisition Corp. with the Securities and Exchange Commission (the “SEC”) and will be available at www.sec.gov.

Citi and PJ Solomon are acting as financial advisors to Boxed. Wells Fargo Securities, Nomura and JonesTrading Institutional Services are acting as capital markets and financial advisors to SVOK; and BTIG is acting as capital markets advisor to Boxed. Wells Fargo Securities, Nomura and JonesTrading Institutional Services LLC acted as placement agents for SVOK. Latham & Watkins is acting as legal counsel to Boxed. Winston & Strawn is acting as legal counsel to SVOK. Proskauer Rose is acting as legal counsel to the placement agents.

Management RemarksThe webcast of Boxed’s and Seven Oaks' management discussing the transaction, a related investor presentation with more detailed information regarding the proposed transaction and a transcript of the webcast will be available at https://www.sevenoaksacquisition.com/events-and-presentations.



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