Bowlero Corp. Announces Redemption of All Outstanding Warrants
14 April 2022 - 10:00PM
Bowlero Corp. (NYSE:BOWL) (“Bowlero”) today announced that it will
redeem all of its publicly traded and privately held warrants to
purchase shares of Bowlero’s Class A common stock, par value
$0.0001 per share (the “Common Stock”), that remain outstanding 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 Price”).
Bowlero has directed its warrant agent, Continental
Stock Transfer & Trust Company (the “Warrant Agent”), to
deliver a notice of redemption (the “Notice of Redemption”) to the
registered holders of outstanding warrants pursuant to the Warrant
Agreement, dated as of March 2, 2021 (the “Warrant Agreement”), by
and between Bowlero (f/k/a Isos Acquisition Corporation) and the
Warrant Agent. Under the Warrant Agreement, Bowlero is entitled to
redeem its public warrants at a redemption price of $0.10 per
warrant if the last sale price of the Common Stock equals or
exceeds $10.00 per share on the trading day before the Company
sends the notice of redemption, among other conditions. The stock
price condition was satisfied on April 13, 2022, the day before the
Notice of Redemption is being sent to warrant holders. Warrants to
purchase Common Stock that were issued under the Warrant Agreement
in a private placement simultaneously with Bowlero’s initial public
offering and still held by the initial holders thereof or their
permitted transferees are also subject to the Notice of
Redemption.
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 a
number of shares of Common Stock determined under the Warrant
Agreement and based on the Redemption Date and the Redemption Fair
Market Value. The “Redemption Fair Market Value” is based on the
volume weighted average price per share of Common Stock for the 10
trading days immediately following on the third trading day prior
to the date on which the notice of redemption is sent. In
accordance with the Warrant Agreement, Bowlero will provide warrant
holders with the Redemption Fair Market Value no later than one
business day after the 10-trading-day period ends. In no event will
the number of shares of Common Stock issued in a cashless exercise
exceed 0.361 shares per warrant exercised. If a holder of warrants
would be entitled to receive a fractional share of 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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