Bowlero Corp. Announces “Redemption Fair Market Value” in Connection with Previously Announced Warrant Redemption
April 27 2022 - 3:05PM
Bowlero Corp. (NYSE:BOWL) (“Bowlero”) today announced the
“Redemption Fair Market Value” in connection with its upcoming
redemption of all outstanding warrants to purchase shares of
Bowlero’s Class A common stock, par value $0.0001 per share (the
“Common Stock”), that were issued under the Warrant Agreement,
dated March 2, 2021 (the “Warrant Agreement”), by and between the
Bowlero and Continental Stock Transfer & Trust Company (the
“Warrant Agent”).
Bowlero previously announced it will redeem all of its publicly
traded and privately held warrants that remain unexercised at 5:00
p.m. New York City time on May 16, 2022 (the “Redemption Date”),
for a redemption price of $0.10 per warrant. The “Redemption Fair
Market Value” is used to determine the number of shares of stock
that will be issued to warrant holders who elect to exercise their
warrants on a “cashless” basis before the Redemption Date, subject
to the terms of Bowlero’s previously issued Notice of
Redemption.
Bowlero has directed the Warrant Agent to deliver a Notice of
Redemption Fair Market Value to registered holders of outstanding
warrants, informing them that:
a. the Redemption Fair Market
Value (as defined in the Warrant Agreement) is $12.0985; and
b. as a result, holders who exercise
their warrants on a “cashless” basis before 5:00 p.m. New York City
time on the Redemption Date will be entitled to receive 0.2936
shares of Common Stock per warrant exercised.
Exercise Procedures and Deadline for Warrant
Exercise
Warrant holders may continue to exercise their warrants to
purchase shares of Common Stock until immediately before 5:00 p.m.
New York City time on the Redemption Date. Payment upon exercise of
the warrants may be made either (i) in cash, at an exercise price
of $11.50 per share of Common Stock or (ii) on a “cashless” basis
in which the exercising holder will receive 0.2936 shares of Common
Stock per warrant exercised. If a holder of warrants would be
entitled to receive a fractional share of Common Stock as a result
of warrants exercised at one time, the number of shares the holder
will be entitled to receive will be rounded down to the nearest
whole number of shares.
Holders wishing to exercise their warrants should follow the
procedures described in the Notice of Redemption and the Election
to Exercise form included with the notice. Holders of warrants held
in “street name” should immediately contact their brokers to
determine exercise procedures. Since the act of exercising is
voluntary, holders must instruct their brokers to submit the
warrants for exercise.
Termination of Warrant Rights
Any outstanding Bowlero warrants that remain unexercised at 5:00
p.m. New York City time on the Redemption Date will be void and no
longer exercisable, except to receive the Redemption Price or as
otherwise described in the Notice of Redemption.
Prospectus
Prospectuses covering the shares of Common Stock issuable upon
the exercise of the warrants are included in a registration
statement on Form S-4 (Registration No. 333-258080) filed with
Bowlero with, and declared effective by, the Securities and
Exchange Commission (the “SEC”) and a registration statement on
Form S-1 (Registration No. 333-262179) filed by Bowlero with, and
declared effective by, the SEC. The SEC maintains an Internet
website that contains a copy of each prospectus. The address of
that site is www.sec.gov. Alternatively, you can obtain a copy of
each prospectus from the Company’s investor relations website at
https://ir.Bowlero.com.
Additional Information and Answers to
Questions
Questions concerning redemption or exercise of the warrants may
be directed to the Warrant Agent, Continental Stock Transfer &
Trust Company, at 1 State Street, Floor 30, New York, NY 10004,
Attention: Reorganization Department, or by calling (212)
509-4000.No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any Bowlero securities, and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Bowlero
Bowlero Corp. is the worldwide leader in bowling entertainment,
media, and events. With more than 300 bowling centers across North
America, Bowlero Corp. serves more than 26 million guests each year
through a family of brands that includes Bowlero, Bowlmor Lanes,
and AMF. In 2019, Bowlero Corp. acquired the Professional Bowlers
Association, the major league of bowling, which boasts thousands of
members and millions of fans across the globe. For more information
on Bowlero Corp., please visit BowleroCorp.com.
Contacts:
For Media:ICR, Inc.Tom VogelTom.Vogel@icrinc.com
For Investors:ICR, Inc.Ashley
DeSimoneAshley.desimone@icrinc.com
Ryan LawrenceRyan.Lawrence@icrinc.com
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