Playboy to buy back 16.6M shares from Fortress at $1.05 each

Playboy, Inc. (NASDAQ: PLBY) announced it has entered into a definitive agreement to repurchase approximately 16.6 million shares of its common stock from funds managed by affiliates of Fortress Investment Group at a fixed price of $1.05 per share, for total consideration of approximately $17.4 million.

The purchase price represents a roughly 28% discount to the stock's market value at the time of the announcement. The shares represent nearly 15% of Playboy's total shares outstanding.

Under the terms of the agreement, Playboy paid $2.0 million at execution and will pay the remaining approximately $15.4 million in three scheduled installments through December 31, 2026. The company may accelerate purchases at its discretion.

During the term of the agreement, Fortress has agreed not to sell, transfer, or otherwise dispose of the shares subject to the agreement. The transaction is backstopped by an affiliate of Rizvi Traverse Management, LLC and The Million S.a.r.l., an affiliate of Byborg Enterprises SA, who have agreed to purchase the shares directly from Fortress on a pro-rata basis to the extent Playboy does not complete the scheduled payments.

CEO Ben Kohn said in a statement: "In one privately negotiated transaction, we have agreed to repurchase nearly 15% of our total shares outstanding at a meaningful discount to today's market value. The transaction is immediately accretive to earnings per share."

Playboy said it plans to fund the remaining installments using cash from its balance sheet and other financing means. The company reported five consecutive quarters of positive adjusted EBITDA ahead of the announcement.

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