UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2018
PURPLE INNOVATION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37523 | 47-4078206 | ||
|
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
|
123 E. 200 N. Alpine, UT |
84004 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 801-756-2600
Global Partner Acquisition Corp.
1 Rockefeller Plaza, 11th Floor
New York, New York 10020
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On February 1, 2018, Purple Innovation, Inc., formerly known as Global Partner Acquisition Corp. (the “ Company ”), and Purple Innovation, LLC (“ Purple ”), issued a joint press release announcing that the Company had entered into a definitive agreement with Coliseum Capital Management, LLC in connection with the consummation of the proposed business combination between the Company and Purple (the “ Business Combination ”), to acquire an aggregate of $40 million of shares of common stock of the Company through a private placement, and to make an additional $25 million investment in Purple in the form of unsecured debt. The joint press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.
On February 2, 2018, the Company and Purple issued a joint press release announcing the closing of the Business Combination. The joint press release is attached as Exhibit 99.2 hereto and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
We incorporate by reference herein the Exhibit Index following the signature page to this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 2, 2018
| PURPLE INNOVATION, INC. | ||
| By: | /s/ Samuel D. Bernards | |
| Name: Samuel D. Bernards | ||
| Title: Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press Release, dated February 1, 2018. | |
| 99.2 | Press Release, dated February 2, 2018. |
4
Exhibit 99.1
GLOBAL PARTNER ACQUISITION CORP. AND PURPLE INNOVATION, LLC ANNOUNCE DEFINITIVE AGREEMENT WITH COLISEUM CAPITAL MANAGEMENT FOR $65 MILLION OF COMMITTED EQUITY AND DEBT INVESTMENTS
FOR IMMEDIATE RELEASE
Alpine, Utah and New York, New York, February 1, 2018 -- Global Partner Acquisition Corp. (“GPAC”) (NASDAQ: GPAC, GPACU, GPACW) and Purple Innovation, LLC (“Purple”) today announced that GPAC has entered into a definitive agreement with Coliseum Capital Management, LLC (“Coliseum”), in connection with the consummation of the proposed business combination between GPAC and Purple, to acquire an aggregate of $40 million of shares of common stock of GPAC through a private placement, and to make an additional $25 million investment in Purple in the form of unsecured debt. In connection with these investments, Global Partner Sponsor I LLC, the sponsor of GPAC (the “Sponsor”), has agreed to assign to the investors an aggregate of 5,782,500 outstanding sponsor warrants and an aggregate of 1,293,750 outstanding founder shares of GPAC, 646,874 of which will be subject to certain vesting conditions.
GPAC will hold a special meeting of its stockholders (the "Special Meeting") on Friday, February 2, 2018 at 10:00 a.m. Eastern Time, at which GPAC’s stockholders will be asked to consider and vote on a proposal to approve the previously announced merger of a subsidiary of GPAC with and into Purple, with Purple surviving such merger, and related proposals. The record date for determination of stockholders entitled to vote at the Special Meeting was January 10, 2018. GPAC and Purple anticipate completing the proposed business combination following the Special Meeting on February 2, 2018. Upon the completion of the proposed business combination, GPAC will change its corporate name to Purple Innovation, Inc.
About Purple
Purple is a leading comfort technology company with a vision to improve how people sleep, sit and stand. Purple offers a range of mattress, bedding and cushioning products. Purple’s products are the result of over 20 years of innovation and investment by the founders in proprietary and patented comfort technologies and the development of its own manufacturing processes. Purple’s Hyper-Elastic Polymer® technology underpins many of its comfort products and provides a range of benefits that differentiate its offerings from other competitors’ products.
Purple has core competencies in design, development and manufacturing, with decades of accumulated knowledge that enables it to create all aspects of its innovative products. Purple has vertically integrated its operations including research and development, marketing and manufacturing, resulting in an ability to rapidly test, learn, adapt and scale product offerings. Purple’s combination of patents and intellectual property, proprietary and patented manufacturing equipment, production processes and decades of acquired knowledge create a distinct advantage over competitors that rely on commoditized technologies and outsourced manufacturing.
Purple has not only developed transformative products and technologies, but also a brand that drives high customer engagement. To date, Purple’s videos have been seen more than 950 million times across Facebook and YouTube alone with over 600,000 fans and subscribers across social media.
About Global Partner Acquisition Corp.
Global Partner Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. GPAC’s units began trading on The NASDAQ Capital Market on July 30, 2015 and its securities trade on NASDAQ under the ticker symbols GPAC, GPACW and GPACU.
About Coliseum Capital Management
Coliseum Capital is an investment firm founded in 2005 by Managing Partners Chris Shackelton and Adam Gray, which focuses on long-term investments in both public and private companies. Coliseum directs capital behind strong management teams, with a willingness to work alongside companies to facilitate further value creation.
Forward Looking Statements
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding arrangements with investors or potential investors or purchasers of securities of the Company, the execution of definitive or other agreements or letters of intent, whether the transactions contemplated by any definitive or other agreements or letters of intent will be consummated, and whether the terms of the final arrangements will be consistent with any such definitive or other agreements or letters of intent, the timing of the special meeting of GPAC’s stockholders and the timing of the consummation of the business combination. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside GPAC’s or Purple’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to obtain stockholder approval of the merger, the inability to have the minimum cash to close the merger following redemptions by GPAC stockholders, the inability to complete the transaction contemplated by the merger agreement because of failure of closing conditions or other reasons; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by GPAC stockholders and a lack of confirmed market acceptance of Purple’s products; the ability to meet NASDAQ’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; Purple’s ability to manage growth; Purple’s ability to execute its plans to develop and market new products and the timing and costs of these development programs; Purple’s estimates of the size of the markets for its products; the rate and degree of market acceptance of Purple’s products; the success of other competing cushioning and bedding technologies that exist or may become available; Purple’s ability to identify and integrate acquisitions; the performance of Purple’s products; rising costs adversely affecting Purple’s profitability; potential litigation involving GPAC or Purple or the validity or enforceability of Purple’s intellectual property; and general economic and market conditions impacting demand for Purple’s products. See the risk factors disclosed in the proxy statement of the Company dated January 16, 2018, and any supplemental or other filings by the Company with the SEC, for information regarding additional risks associated with the merger and the related transactions. Neither GPAC nor Purple undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information about the Transaction and Where to Find It
In connection with the proposed business combination, GPAC has filed a definitive proxy statement with the SEC in connection with the special meeting of the stockholders of GPAC called to consider and vote on the merger and related matters. GPAC has mailed a definitive proxy statement and other relevant documents to its stockholders in connection with the meeting. Investors and security holders of GPAC are advised to read the proxy statement, and any amendments thereto, and any other filings by the Company with the SEC, which will contain important information about the proposed business combination and the parties to it. The definitive proxy statement was mailed to stockholders of GPAC as of January 10, 2018, the record date established for voting on the proposed merger and related matters. Stockholders may also obtain copies of the proxy statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Global Partner Acquisition Corp., c/o Andrew Cook, 1 Rockefeller Plaza, 11th Floor New York, New York 10020, e-mail: info@globalpartnerac.com.
Participants in the Solicitation
GPAC, Purple, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of GPAC stockholders in connection with the proposed business combination. Information concerning the interests of GPAC’s and Purple’s participants in the solicitation, which may, in some cases, be different than those of GPAC’s and Purple’s equity holders generally, is available in the definitive proxy statement filed by GPAC with the SEC on January 16, 2018.
Disclaimer
This release shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Contact information
Global Partner Acquisition Corp.
Paul Zepf
Chief Executive Officer
pzepf@globalpartnerac.com
917-244-4880
Purple Innovation, LLC
For information regarding the transaction, please contact Bill Harrison:
Bill Harrison
Head of Consumer Investment Banking, Headwaters MB LLC
wharrison@headwatersmb.com
917-596-5533
For information regarding Purple products, please contact Savannah Turk:
Savannah Turk
Director of Purple Communications
savannah@purple.com
For investors and general inquires:
Brendon Frey: 203-682-8216
brendon.frey@icrinc.com
Exhibit 99.2
GLOBAL PARTNER ACQUISITION CORP. AND PURPLE INNOVATION, LLC COMPLETE BUSINESS COMBINATION
Combined company renamed Purple Innovation, Inc. and will trade on NASDAQ under “PRPL”
Alpine, UT and New York, NY, February 2, 2018 -- Global Partner Acquisition Corp. (NASDAQ: GPAC; GPACW; GPACU), a special purpose acquisition company (“GPAC” or the “Company”), and Purple Innovation, LLC (“Purple”), a comfort technology company known for creating the “World’s First No Pressure ™ Mattress,” announced today that they have completed their business combination, pursuant to which Purple has become a wholly owned subsidiary of the Company. The transaction was approved at a special meeting of the Company’s stockholders held on February 2, 2018. Under the terms of the merger agreement entered into by the Company, Purple and other parties (the “Merger Agreement”), GPAC has changed its corporate name to Purple Innovation, Inc. The Company’s common stock and warrants are expected to be listed on NASDAQ beginning on February 5, 2018 under the symbols “PRPL” and “PRPLW”.
Pursuant to the Merger Agreement and the related transactions, GPAC’s common stock has been renamed “Class A” common stock. In addition, the Board of Directors of GPAC has been enlarged with the election of additional directors, and a new slate of officers of the Company has been appointed, including the appointment of Sam Bernards as Chief Executive Officer. Following the merger, approximately 82% of the Company’s voting securities are owned by a company controlled by the founders of Purple, Tony and Terry Pearce. Upon the merger, the previously trading units of GPAC, which consisted of one share of common stock and one warrant, will no longer trade as a unit, but will trade separately as stock and warrants.
Paul Zepf, the CEO of GPAC prior to the merger said, “We are very pleased to have completed the merger with Purple as it embarks on this new journey as a publicly traded company.”
Zepf continued, “As a leading comfort technology company, we believe Purple presents a compelling opportunity for investors and is poised for success in the public markets. With a dynamic growth profile and disruptive business model, Purple is truly a unique company with key differentiators and incredible financial standing. We believe Terry, Tony, Sam and their team have done a tremendous job building Purple into an industry leader with strong vertical integration and a long runway for profitable growth.”
Sam Bernards, the new CEO of the Company stated, “We are beyond excited to team up with GPAC and become the first direct-to-consumer mattress player to go public in the U.S. as we continue to execute on our mission of bringing comfort and restful sleep to billions of people around the world. Today is an important milestone in the evolution of Purple and one that wouldn’t have been possible without the immense talent, tireless dedication and incredible passion of our founders, Terry and Tony Pearce, and our amazing Purple team.”
Terry Pearce concluded, “In just two years, Purple has developed one-of-a-kind products, improved the lives of millions, and delivered exceptional growth. We believe our partnership with GPAC and entry into the public markets will allow us greater financial flexibility to take advantage of the massive opportunity that lies before us — including continued direct-to-consumer penetration, product innovations and category extensions, brick-and mortar partnerships, and expansion beyond the U.S. We are more confident than ever in Purple’s future as a public company and our ability to create shareholder value — all while making people feel better.”
Deutsche Bank Securities Inc., Piper Jaffray Companies, and Raymond James & Associates, Inc. acted as financial and capital markets advisors to GPAC. Capstone Headwaters LLC served as financial advisor to Purple. Ellenoff Grossman & Schole LLP acted as legal advisor to GPAC, and Dorsey & Whitney LLP acted as legal advisor to Purple.
About Purple
Purple is a leading comfort technology company, which designs and manufactures products to improve how people sleep, sit, and stand. It offers cushions, pillows, and other comfort products using its proprietary Hyper-Elastic Polymer® technology. All products are focused on founders Terry and Tony Pearce’s vision to improve comfort. Purple continues to be a disruptor to the traditional mattress industry with its innovative products, packaging and shipping, direct-to-consumer sales, and generous trial and return policies.
About Global Partner Acquisition Corp.
Global Partner Acquisition Corp. was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar Business Combination. GPAC’s units began trading on The NASDAQ Capital Market on July 30, 2015 and its securities trade on NASDAQ under the ticker symbols GPAC, GPACW and GPACU.
Forward Looking Statements
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s future growth and financial success, the Company’s financial flexibility going forward, Purple’s future as a public company and ability to create shareholder value. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to recognize the anticipated benefits of the business combination between GPAC and Purple, which may be affected by, among other things, a lack of confirmed market acceptance of the Company’s products; the ability to meet NASDAQ’s listing standards; the Company’s ability to manage growth; the Company’s ability to execute its plans to develop and market new products and the timing and costs of these development programs; the Company’s estimates of the size of the markets for its products; the rate and degree of market acceptance of the Company’s products; the success of other competing cushioning and bedding technologies that exist or may become available; the Company’s ability to identify and integrate acquisitions; the performance of the Company’s products; rising costs adversely affecting the Company’s profitability; potential litigation involving the Company or its subsidiaries or the validity or enforceability of their intellectual property; and general economic and market conditions impacting demand for the Company’s products. See the risk factors disclosed in the proxy statement of the Company dated January 16, 2018, and any supplemental or other filings by the Company with the SEC, for information regarding additional risks associated with the merger and the related transactions. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Disclaimer
This release shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such jurisdiction.
Contact information
Global Partner Acquisition Corp.
Paul Zepf
Chief Executive Officer
pzepf@globalpartnerac.com
917-244-4880
Purple Innovation, LLC
For information regarding the transaction, please contact Bill Harrison:
Bill Harrison
Head of Consumer Investment Banking, Capstone Headwaters LLC
wharrison@capstoneheadwaters.com
917-596-5533
For information regarding Purple products,
please contact Savannah Turk:
Savannah Turk
Director of Purple Communications
savannah@purple.com
For investors, media and general inquires:
Brendon Frey
brendon.frey@icrinc.com
203-682-8216
Alecia Pulman/Kate Kohlbrenner
purplePR@icrinc.com