Topps Company Confirms Deal to Become Public Company via SPAC Mudrick Capital Acquisition Corporation II (MUDS)

April 6, 2021 8:02 AM EDT

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The Topps Company, Inc., a global leader in sports and entertainment collectibles and confections, and Mudrick Capital Acquisition Corporation II (NASDAQ: MUDS), a publicly-traded special purpose acquisition company, today announced a definitive agreement for a business combination that will result in Topps becoming a public company. Upon closing of the transaction, which is expected in late second or early third quarter, the combined company will be named Topps and remain listed on NASDAQ under the new ticker symbol “TOPP.”

Company Overview Building on its 80-year heritage, Topps has transformed its core Sports & Entertainment and Confections businesses through innovation and diversification into a portfolio of complementary product offerings including expanded e-commerce, mobile digital applications and digital e-gifting solutions. The Company had record sales of $567 million in 2020, representing a year-over-year increase of 23%. Topps engages and emotionally connects with millions of consumers driving revenue through its powerful and widely recognized brands across the globe via the following product offerings:

  • Physical Sports & Entertainment, built upon strategic licensing partnerships including Major League Baseball, Major League Baseball Players Association, UEFA, Bundesliga, Major League Soccer, Major League Soccer Players Association, National Hockey League, National Hockey League Players Association, Formula 1, Disney, Star Wars and World Wrestling Entertainment and comprising a broad portfolio of trading cards, stickers and albums and trading card games sold in stores around the world as well as through its fast growing e-commerce platform, topps.com;
  • Digital Sports & Entertainment, including interactive mobile apps Topps® BUNT®, TOPPS® KICK®, Topps® NHL SKATE™, Disney Collect! by Topps®, Marvel Collect! by Topps®, Star Wars™: Card Trader by Topps® and Topps® WWE SLAM™ creates communities of users who collect, trade and play online, and has recently commenced expansion into Blockchain/NFTs;
  • Gift Cards, under the Topps Digital Services tradename, provides global gifting/payment solutions for leading digital companies including Airbnb, Deliveroo, DoorDash, Hulu, Instacart, Netflix, Nike, Twitch and Uber;
  • Confections, under the Bazooka Candy Brands tradename, spans a branded portfolio of novelty confections delivering engaging Edible Entertainment® with celebrated product lines under the Bazooka, Ring Pop, Juicy Drop, Push Pop and Baby Bottle Pop brands.

Topps Investment Highlights:

  • Leading global Sports & Entertainment company with strong industry tailwinds
  • Highly diversified portfolio of IP built upon strategic licensing partnerships with global iconic brands
  • Expansion driven by continued development of digital channels
  • Accelerating growth driven by core franchise momentum, unique content, innovation and social and digital engagement
  • Differentiated Confections business with strong and stable profitability
  • Multiple organic and inorganic margin enhancing growth opportunities create attractive financial profile
  • Long-tenured management team with an established track record of success

Topps is capitalizing on the accelerated interest in its multi-channel Sports & Entertainment business from growing enthusiasm around its innovative sports and entertainment collectibles, as well as growth from investments in its e-commerce platform, topps.com. The Company has put a premium on growth through innovation with existing and new licenses, international expansion, curated experiential events, and innovative artist-inspired collectibles. Topps has further reimagined the collectibles universe through its transition to the digital marketplace, addressing the contemporary, more tech-savvy consumer demands for convenience, immediacy, value, social engagement, and interactive experiences within the changing retail landscape by leveraging its innovation and community. Topps is also capitalizing on its growing technological capabilities to advance its Gift Cards offering with a focus on further penetrating the fast-growing digital gift card channel. In Confections, the Company is fueling excitement and demand for its well-known novelty branded products through innovative new product launches and brand extensions, significantly increased e-commerce activity, and international expansion.

Michael D. Eisner, former Chairman and Chief Executive Officer of Disney and Chairman of The Topps Company, will become Chairman of the combined company’s board of directors. Also expected to join the combined company’s board of directors are: Jill Ellis, coach of the U.S. Women’s 2013 and 2019 FIFA World Cup champions; Maria Seferian, general counsel of Hillspire LLC; Marc Lasry, co-owner of the Milwaukee Bucks and co-founder of Avenue Capital Group; and Andy Redman, president of The Tornante Company. The combined company will continue to be led by Michael Brandstaedter, President and Chief Executive Officer of Topps.

Eisner said, “The strong emotional connection between the Topps brand and consumers of all ages is truly foundational, and, when combined with our growing portfolio of strategic licensing partnerships, creates a profitable business model with meaningful competitive advantages. Equally important, the management team at the helm of Topps, which we’ve been building for the last 14 years, is outstanding, with deep roots in sports and entertainment, digital, gift cards and confections. Through this transformation, Topps has enjoyed a strong partnership with Madison Dearborn Partners. With the support of our new partners at Mudrick Capital, the company will continue its long history of innovation and global expansion, bringing consumers the best of collectibles and confections products while successfully extending into new verticals and emerging categories to take advantage of digital content innovation and high growth opportunities across the globe. That is why I’m not selling a single share of Topps stock in this transaction.”

Michael Brandstaedter, President and Chief Executive Officer of Topps, commented, “Topps is an 80-year-old company with decades of rich tradition and history, but very much built for the 21st century. We partner with some of the world’s most iconic brands, and we are in the business of creating powerful consumer connections every day. The strategies we have implemented in recent years, including building a digital business that has deepened consumer engagement, have driven excitement and innovation across Topps, fueling strong and increasing revenue with accelerating profitability. The future for Topps has never been brighter, and, with a talented and dedicated management and employee base, we are excited for the road ahead.”

Jason Mudrick, Founder and Chief Investment Officer of Mudrick Capital, commented, “We believe Topps’ culture of innovation, strong management team, expanding margins, robust cash flow and conservative balance sheet set it apart from other consumer growth companies. It also is well situated with a universally recognized brand to capitalize on the fast emerging market for collectible NFTs. We are excited to partner with this exceptional organization to help write the next chapter in the long history of its truly iconic brand.”

Transaction OverviewThe transaction is anticipated to generate gross proceeds of up to approximately $571 million of cash, assuming no redemptions by the public stockholders of MUDS. This additional capital will be used to purchase shares from existing Topps shareholder Madison Dearborn Partners, which intends to sell the majority of its ownership position, and to fund transaction related fees and expenses. This includes a private placement of $250 million of common stock in MUDS, including participation from funds and accounts managed by GAMCO Investors and Wells Capital Management and including up to $100 million from Mudrick Capital. The pro forma implied equity value of the combined company is $1.163 billion at the $10.15 per share PIPE price, assuming no redemptions by the public stockholders of MUDS. The transaction implies a pro forma enterprise value for The Topps Company of approximately $1.3 billion, or 12.5x 2021 projected adjusted EBITDA with estimated net debt of less than $150 million.

The boards of directors of Topps and MUDS have unanimously approved the transaction. The transaction, which will require the approval of MUDS stockholders, is subject to other customary closing conditions, including the receipt of certain regulatory approvals and a minimum cash condition and is expected to close in the late second or early third 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 to be filed by Mudrick with the Securities and Exchange Commission and will be available at www.sec.gov and www.MudrickCapitalAcquisitionCorp.com.

Investors may view a pre-recorded Deal Roadshow presentation at investors.thetoppscompany.com and https://dealroadshow.com/e/TOPPSREVIEW.

AdvisorsJefferies LLC (“Jefferies”) served as financial and capital markets advisor and Weil, Gotshal & Manges LLP served as legal counsel to MUDS.

Deutsche Bank Securities Inc. served as financial advisor and Kirkland & Ellis LLP served as legal counsel to The Topps Company.

Jefferies is acting as lead placement agent and Deutsche Bank Securities Inc., Roth Capital Partners, LLC, and Craig-Hallum Capital Group, LLC are acting as placement agents on the PIPE.



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