Redbox, the DVD-rental kiosk and streaming company, is going back to the public markets.
On Monday, Redbox announced that it reached a definitive agreement to combine with Seaport Global Acquisition Corp., a publicly traded special purpose acquisition company (SPAC) in a deal giving the combined company an enterprise value of $693 million.
“Today’s announcement brings us one step closer to building an entertainment ecosystem and underscores our steadfast commitment to enhancing our customer value proposition,” Galen Smith, CEO of Redbox, said in a statement. “In Redbox’s next chapter as a public company, we will be focused on delivering a differentiated, affordable entertainment experience for our millions of loyal customers, and seeking profitable growth for shareholders.”
Redbox said it will use the capital it raises from the transaction to pay down debt as well as invest in multiple business models, including film distribution, transactional video on demand (TVOD), premium video on demand (PVOD), ad-supported linear and on demand (AVOD).
In addition, Redbox is building technology to offer subscription VOD services as a third-party retailer.
Redbox currently has more than 39 million loyalty members across the U.S., service customers through 40,000 kiosks across more than 150 retail partners with new home-video releases. Approximately 70% of those customers identify as “late adopters” of new technology, which Redbox said gives the company “a unique opportunity to convert customers to its digital platforms over time.”
The transaction, approved unanimously by the boards of both companies, is expected to close in the third quarter of 2021. At that point, Redbox’s common stock is expected to trade on Nasdaq under the ticker symbol “RDBX.” The transaction is being funded by a combination of $145 million of cash held in the trust account of Seaport Global Acquisition, the private investment in public equity (PIPE) commitment of $50 million is led by Ophir Asset Management.
As part of the transaction, all existing shareholders will roll 100% of their equity in Redbox, including funds managed by affiliates of Apollo Global Management, which acquired Redbox through the acquisition of Outerwall in September 2016. Upon close of the combination, those existing shareholders will hold approximately 59% of the outstanding common stock.
After the deal closes, Redbox expects to have approximately $209 million in cash that will be used to pay down existing debt and fund digital expansion, content acquisition and marketing initiatives.
According to Redbox, it generated $114 million of adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) in 2020. Redbox said it converts on average over 80% of its adjusted EBITDA directly into free cash flow.
Stephen Smith, chairman and CEO of Seaport Global Acquisition, commented: “We’ve long admired Redbox’s team for the incredible reputation they’ve established in the industry, as well as the innovative, scalable business model they’ve built. Over the past year in particular, the resilience Redbox has demonstrated through the challenges associated with the COVID-19 pandemic reaffirms our confidence in the value and growth potential of the business.”