PLBY Group (PLBY) Announces Rights Offering for Common Stock

PLBY Group, Inc. (NASDAQ: PLBY) (the “Company”) announced today that the Company’s Board of Directors has approved a rights offering available to all holders of record of the Company’s common stock, par value $0.0001 (“Common Stock”) as of 5:00 p.m., Eastern Time, on December 16, 2022 (the “Record Date”).

The Rights Offering will be made through the distribution to all holders of record of Common Stock as of the Record Date of non-transferable subscription rights to purchase shares of Common Stock at a subscription price of $3.50 per share and otherwise on such terms and subject to such conditions as may be required to comply with any applicable Nasdaq Global Market stock exchange rules and regulations. Assuming that the rights offering is fully subscribed, the Company would receive gross proceeds of $50 million, less expenses related to the rights offering. The rights offering is currently expected to commence promptly after the Record Date and expire at 5:00 p.m., Eastern Time, on January 12, 2023.

The rights offering will include an over-subscription right to permit each rights holder that exercises its basic subscription right in full to purchase additional shares of Common Stock (if any) that remain unsubscribed at the expiration of the rights offering. The availability of the over-subscription right will be subject to certain terms and restrictions to be set forth in the prospectus supplement. If the aggregate subscriptions (basic subscriptions plus over-subscriptions) exceed the number of shares of Common Stock offered in the rights offering, then the aggregate over-subscription amount will be pro-rated among the holders exercising their respective over-subscription rights based on the basic subscription amounts of such holders.

Suhail Rizvi, the Company’s Chairman and Managing Director of Rizvi Traverse Management, the largest beneficial owner of the Company’s Common Stock; Ben Kohn, the Company’s Chief Executive Officer; and Builders Union and funds managed by affiliates of Fortress Investment Group LLC, both significant Company stockholders, have each indicated to the Company on a non-binding basis that they intend to participate in the rights offering.

The Company intends to use the majority of the proceeds from the offering to pay down its senior debt.

The rights offering will be made pursuant to the Company’s existing effective shelf registration statement on Form S-3 (Reg. No. 333-267273) on file with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement (and the accompanying base prospectus) to be filed with the SEC prior to the commencement of the rights offering.

The information herein is not complete and is subject to change. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the rights, Common Stock or any other securities, nor will there be any sale of the rights, Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. This document is not an offering, which can only be made by the prospectus supplement (and the accompanying base prospectus), which will contain information about the Company and the rights offering, and should be read carefully before investing. For any questions or further information about the rights offering, or to obtain a copy of the prospectus supplement (and the accompanying base prospectus), when available, please contact Morrow Sodali, which will be acting as the information agent for the rights offering, at (203) 561-6945 (for banks and brokers) or (800) 662-5200 (the toll free number for stockholders), or via email at [email protected].

Jefferies LLC will be acting as the dealer manager in connection with the rights offering.

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