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Media Contact
Jon Keehner / Kate Thompson / Erik Carlson
Joele Frank, Wilkinson Brimmer Katcher
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Blade Completes Business Combination Becoming the First Publicly Traded Urban Air Mobility Company
- Blade Urban Air Mobility, Inc. today announced the completion of its business combination with Experience Investment Corp., a special purpose acquisition company sponsored by KSL Capital Partners
- The combined company’s common stock will begin trading on the NASDAQ under the ticker symbol “BLDE” on May 10, 2021
- Transaction proceeds of approximately $365 million, after giving effect to minimal redemptions, enables an acceleration of Blade’s acquisition and route expansion strategy
- Blade will be the first publicly traded urban air mobility company
New York, NY (May 7, 2021) – BLADE Urban Air Mobility, Inc., a technology-powered air mobility company, today announced the completion of its business combination with Experience Investment Corp. (NASDAQ: EXPC, “EIC”), a NASDAQ listed special purpose acquisition company sponsored by KSL Capital Partners. The combined holding company will change its legal name to Blade Air Mobility, Inc. (the “Blade HoldCo”) and Blade Urban Air Mobility, Inc. (“Blade” or the “Company”) will be its wholly owned, operating subsidiary. The Blade HoldCo’s common stock and warrants are expected to commence trading on May 10, 2021 on the NASDAQ under the new ticker symbols “BLDE” and “BLDEW,” respectively.
As a result of the business combination and concurrent private placement of common stock, Blade HoldCo received approximately $365 million in gross proceeds.
Kenneth B. Lerer, Chairman of Blade said, “Our transaction with EIC is transformative. The capital will enable Blade’s strong brand and consumer proposition in urban air mobility to rapidly scale across new markets while allowing the Company to accelerate M&A activities and ensure that it is well positioned as Electric Vertical Aircraft become available.”
Rob Wiesenthal, Founder and Chief Executive Officer of Blade, added, “Our recent agreements with Electric Vertical Aircraft manufacturers Beta Technologies and Wisk Aero will accelerate our transition to quiet, emission-free, and cost efficient urban air mobility. Additionally, we are well positioned to capitalize on pent-up travel demand with the relaunch of our New York Airport service and related partnership with KAYAK.”
Eric Affeldt, Chief Executive Officer and Chairman of Experience Investment Corp., added, “We are pleased to see the completion of this merger. Blade stands at the intersection of urban air mobility and the ongoing transition to an emission-free transportation world. We believe the unique position of Blade as an operating urban air mobility business will enable it to deliver significant value to internal and external stakeholders.”
In addition to Rob Wiesenthal, Blade’s existing management team will continue to lead the combined company including President Melissa Tomkiel, Chief Financial Officer Will Heyburn, and Chief Technology Officer Brandon Keene.
Advisors
Credit Suisse served as the exclusive financial and capital markets advisor to Blade. Deutsche Bank Securities served as lead capital markets and exclusive financial advisor to Experience Investment Corp., with Citigroup and J.P. Morgan acting as joint capital markets advisors. Credit Suisse and Deutsche Bank Securities also acted as lead placement agents on the private offering, with Citigroup and J.P. Morgan acting as joint placement agents. Proskauer Rose LLP served as legal advisor to Blade, and Simpson Thacher & Bartlett LLP served as legal advisor to Experience Investment Corp.
About Blade
Blade is a technology-powered urban air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the U.S. and abroad. Today, the Company predominantly uses helicopters and amphibious aircraft. Its asset-light model, coupled with its exclusive passenger terminal infrastructure, is designed to facilitate a seamless transition to Electric Vertical Aircraft ("EVA" or “eVTOL”), enabling lower cost air mobility to the public that is both quiet and emission-free. For more information, visit blade.com/investors.
About Experience Investment Corp.
Experience Investment Corp. is a special purpose acquisition company sponsored by an affiliate of KSL Capital Partners and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information, please visit experienceinvestmentcorp.com
About KSL Capital Partners
KSL Capital Partners, LLC is a private equity firm specializing in premier travel and leisure enterprises in five primary sectors: hospitality, recreation, clubs, real estate, and travel services. Since 2005, KSL has raised approximately $13 billion of capital across both debt and equity funds. For more information, please visit kslcapital.com
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of federal securities laws, including with respect to the business combination of Blade and EIC. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release. Such factors can be found in EIC’s most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and also in EIC’s Form S-4 and definitive proxy statement/prospectus, filed with the SEC. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us or the business combination between Blade and EIC. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward looking statements, whether as a result of new information, changes in expectations, future events or otherwise.
Contacts
For BLADE
Phil Denning / Nora Flaherty
BladeMediaRelations@icrinc.com
For Experience Investment Corp.
Maureen Richardson
mrichardson@riverinc.com
For KSL Capital Partners
Maureen Richardson
mrichardson@riverinc.com
For Investors
Tom Cook
BladeIR@icrinc.com
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WellBiz Brands, Inc. Announces Acquisition of Drybar Franchise Rights
ENGLEWOOD, Colo., Feb. 11, 2021 /PRNewswire/ -- WellBiz Brands, Inc., a franchise portfolio company operating three distinct beauty, wellness and fitness brands – Amazing Lash Studio®, Elements Massage® and Fitness Together® announced today it has acquired the franchisor rights for Drybar® shops, through an affiliate entity. As part of the transaction, WellBiz Brands will add its fourth concept to its franchise portfolio and become the franchisor for 141 Drybar shops. Drybar Holdings LLC will continue to operate 87 Drybar shops as Drybar's largest franchisee.
Founded in 2010 by Alli Webb, Drybar shops is an industry disruptor specializing in blowouts. Drybar's philosophy is simple – No Cuts. No Color. Just Blowouts. Despite focusing on blowouts, Drybar knows it's not just blowouts it's selling, but the happiness and confidence that comes from the experience of visiting one of Drybar's distinctive yellow-branded salons where the client can always count on the best music playlist, their favorite movies playing on the TV and being greeted with a glass of champagne. Drybar was named one of the top "100 Brilliant Ideas of 2010" by Entrepreneur Magazine and New York Magazine's Boom Brands of 2013.
"I'm thrilled to welcome Drybar shops into the WellBiz Brands' franchise platform. At WellBiz Brands, we are focused on building best in class services that women love, and Drybar fits that mission perfectly," said WellBiz Brands Chief Executive Officer, Jeremy Morgan. "Drybar is truly a category creator, with remarkable customer loyalty. I'm excited to support the brand's trajectory by leveraging our expertise in franchising and personal care services. With the momentum already behind this brand, I have no doubt that we'll be able to scale quickly and connect with more franchise partners."
"Drybar has a passionate and loyal customer base and franchise system. Joining the WellBiz platform is a huge testament to the strength of Drybar shops. The synergy and scale of Wellbiz will help take Drybar to the next phase of growth," stated Drybar Holdings LLC Chief Executive Officer, Liz Williams.
"I started Drybar because I wanted to create a beautiful place where woman could get a great blowout at an affordable price. At Drybar, it's all about the experience and the way we make people feel. We aren't just selling blowouts, it's the happiness and confidence that come from amazing hair. I am excited to have a new partner, WellBiz, that understands and is committed to that vision," said Alli Webb, Founder of Drybar.
Wellbiz Brands, Inc. is the nation's premiere franchisor of beauty, wellness, and fitness brands. With more than 750 locations, WellBiz Brands is uniquely qualified to serve the growing needs of the affluent female consumer through recurring revenue, experience-based brands. WellBiz builds the capabilities of emerging consumer brands and enables them to accelerate scalable and predictable growth. The company's multi-brand platform provides access to a robust platform of shared services, infrastructure and support. For the last three years the company has claimed three spots on the Inc. 5000 list.
Piper Sandler & Co served as financial advisor to Drybar Holdings, with Latham Watkins and Cheng Cohen serving as legal counsel in connection with this transaction. Polsinelli represented WellBiz Brands as legal counsel.
WellBiz Brands has assumed the license to use the Drybar trademark from Helen of Troy Limited. Drybar remains a registered trademark of Helen of Troy Limited.
To learn more about Drybar franchise opportunities, please visit www.drybarshops.com and for more information regarding franchise opportunities at WellBiz Brands please visit www.wellbizbrands.com.
About WellBiz Brands, Inc.
WellBiz Brands, Inc. is the manager of four beauty, health, wellness franchise brands: Drybar®, Amazing Lash Studio®, Elements Massage® and Fitness Together®. Headquartered in Englewood, Colorado, WellBiz Brands, has more than 750 combined U.S. locations across the four brands. Through the WellBiz Brands support staff, the brands strive to uphold these core values: fun, ownership, respect, passion, and integrity. These core values embody all that is important for each brand - from franchise owners to clients - to lead healthy, balanced lives. All four brands offer unique franchise opportunities for entrepreneurs from all walks of life and various investment levels, with a fresh focus on recurring revenue models. For more information about WellBiz Brands and its franchise opportunities, visit WellBizBrands.com.
About Drybar Holdings
Named one of the top "100 Brilliant Ideas of 2010" by Entrepreneur Magazine and New York Magazine's Boom Brands of 2013, Drybar is based on the simple concept of focusing on one thing and being the best at it: Blowouts. Drybar Holdings operates 141 shops throughout the United States and Canada. For more information about Drybar and its franchise opportunities, visit www.drybarshops.com.
Contact:
Jody Ryan
WellBiz Brands, Inc.
(602) 614-0744
jryan@wellbizbrands.com
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Baillie Lodges to Acquire Taupo's Luxury Huka Lodge
Regarded as one of the world’s leading luxury lodges, New Zealand’s Huka Lodge will join the Baillie Lodges growing portfolio of luxury accommodations as of 4th February.
With the landmark transaction comes after successful negotiations between the Huka Retreats’ parent company and Baillie Lodges, the acquisition has been reviewed and approved by New Zealand’s Overseas Investment Office (OIO).
The addition of Huka Lodge to the Baillie Lodges collection is the second international lodge for the Australian-based company, after Vancouver Island’s Clayoquot Wilderness Lodge joined the brand in late 2020.
Baillie Lodges’ growing portfolio of upscale lodges also includes Longitude 131° at Uluru-Kata Tjuta, Capella Lodge on Lord Howe Island and Tropical North Queensland luxury bolt-hole Silky Oaks Lodge in the Daintree, which is currently under renovation ahead of reopening in October 2021. The company’s flagship property, Southern Ocean Lodge on Kangaroo Island, was destroyed in bushfires in 2020 with its rebuild now in planning.
Huka Lodge’s loyal guests and its team of dedicated, tenured staff can expect the transfer of ownership to preserve the unique boutique luxury experience at Huka Lodge. All staff will be retained and continue to provide the lodge’s trademark exceptional service, led by highly regarded General Manager, Kerry Molloy.
Partnerships with local suppliers and operators will remain unchanged and Baillie Lodges intends to expand these relationships in line with its philosophy of promoting local produce, experiences and culture as an essential part of the guest experience.
Located near Tauop, Huka Lodge has a rich history spanning almost a century, with Irishman Alan Pye first establishing a high-end camp on the shores of the Waikato River, famous for its trout and offering excellent fly-fishing, in 1924. In 1984, Huka Retreats founder Alex van Heeren saw the potential for a world-class property and his vision is regarded as the genesis of luxury lodging, a phenomenon now leading tourism trends around the world.
Advising that he felt very privileged to have the opportunity to work with Huka Lodge, Baillie Lodges founder, James Baillie stated “Huka Lodge has long set the standard for excellence in luxury lodging, and we’re honoured that Baillie Lodges will serve as its new steward.
“We recognise the incredible opportunity we now have to lead the award-winning lodge into a new era and take very seriously our role in maintaining the property’s fine heritage and global reputation.”
Baillie Lodges was acquired in 2019 by an affiliate of KSL Capital Partners, LLC, a leading U.S. investment firm focused solely on investments in travel and leisure businesses.
KSL Principal Kirk Adamson added “we view the acquisition of Huka Lodge as an important next step in the evolution of Baillie Lodges. We are excited to continue building our portfolio of exceptional boutique luxury lodges both within Australia and New Zealand, and also being selective and thoughtful in pursuing additional opportunities on a more global basis. For our guests, the continued expansion of Baillie Lodges opens up new, exciting itinerary options across Australia, New Zealand, and beyond.”
Baillie Lodges is an intimate portfolio of luxury lodges setting new benchmarks for premium experiential tourism.
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Blade to be Listed on NASDQ, Creating the Only Publicly Traded Global Urban Air Mobility Company
- Blade is a global urban air mobility platform, utilizing a technology-powered, asset light model with unrivaled brand recognition
- Blade to become publicly listed on NASDAQ through a business combination with Experience Investment Corp. (NASDAQ: EXPC), a public entity sponsored by an affiliate of KSL Capital Partners, following expected transaction close in the first half of 2021
- Transaction values Blade at an estimated pro forma equity value of $825 million upon consummation
- Transaction to provide $400 million in gross proceeds, comprised of Experience Investment Corp.’s cash held in trust and an upsized and oversubscribed $125 million fully committed PIPE at $10.00 per share, including investment commitments from affiliates of KSL Capital Partners, Hedosophia, HG Vora Capital Management, and David Geffen, as well as original investors Barry Diller, David Zaslav and Robert W. Pittman
- The capital raised will enable the Company to expand new urban air mobility routes, its network of captive passenger infrastructure, as well as its consumer-to-cockpit technology stack, accelerating its transition from use of conventional aircraft to Electric Vertical Take-Off and Landing (“eVTOL”) aircraft
New York, NY (December 15, 2020) – Blade Urban Air Mobility, Inc. (“Blade” or the “Company”), a technology-powered air mobility company, announced today that it will become publicly listed in order to bolster Blade’s growth trajectory within the rapidly growing urban air mobility market and to accelerate its transition from conventional aircraft to eVTOL. Currently, more people fly helicopters in and out of U.S. city centers via Blade than any other company in the world. Urban air mobility is expected to be a $125 billion market by 2025 and grow to $650 billion over the next decade, according to Morgan Stanley Equity Research.
The Company and Experience Investment Corp. (NASDAQ: EXPC and EXPCW), a NASDAQ listed special purpose acquisition company sponsored by an affiliate of KSL Capital Partners, signed a definitive business combination agreement pursuant to which Blade will merge into a subsidiary of Experience Investment Corp. (which will change its name to Blade Urban Air Mobility). Upon closing of the transaction, the combined operating company is expected to continue to be listed on NASDAQ. Blade provides consumers with a cost effective and time efficient alternative to ground transportation for congested routes, predominantly within the Northeast United States and India.
The Company has developed exclusive passenger terminal infrastructure in key markets, providing a competitive advantage in locations that are geographically constrained from adding additional heliports.Additionally, leading brands partner with Blade to provide visibility of their products and services to the Company’s passengers, underscoring the brand recognition and reputation that Blade has developed.Blade was specifically designed to be scalable and profitable using conventional helicopters today, whilepoised to seamlessly transition to eVTOL as soon as those aircraft are ready for public use, passing on lower operating costs to fliers and enabling a reduced noise footprint and zero carbon emissions for the communities the Company serves.
Blade operates in four key lines of business:
- Short Distance – Flights between 60 and 100 miles in distance, primarily servicing commuters for prices between $595 and $795 per seat (or $295 for monthly commuter pass holders).• BLADE Airport – Flights between all New York area airports and dedicated Blade lounges in Manhattan’s heliports. Prices start at $195 per seat (or $95 per seat with the purchase of an annual Airport Pass).
- BLADE MediMobility – Blade is the largest transporter of human organs in the Northeast United States, reducing the costs and transport time for hospitals versus legacy competitors. This business is a critical part of the Company’s growth strategy as organ movements are expected to be one of the first uses of eVTOL, before flights for passengers.
- International Joint Ventures – As part of its expansion strategy, the Company forms joint ventures with local partners in key overseas markets to provide the technology, customer experience, infrastructure design, and employee training, that enables a scalable and consistent Blade experience. Blade’s first international joint venture launched helicopter services late last year in India flying between Mumbai, Pune, and Shirdi.
The Company expects to use proceeds from the transaction to fund expansion into new markets,including the Northeast Corridor and West Coast in the United States, as well as internationally in Asia.The Company will also pursue infrastructure acquisitions in these markets, resulting in improved unit economics for its current business while enabling the Company’s transition to eVTOL aircraft.All leading aerospace OEMs, including Airbus, a Blade investor, have deployed billions in the development of eVTOL aircraft. This new aerospace technology offers significant advantages to conventional aircraft currently used by Blade. The Company’s management believes eVTOL’s combination of reduced noise, zero carbon footprint and enhanced safety will serve as a catalyst to developing new vertiport infrastructure (landing zones with passenger terminals) in cities across the globe.
1. While Blade offers flights between Manhattan and all area airports, Blade’s $195/seat product is currently paused due to the COVID-19 pandemic
Rob Wiesenthal, Founder and Chief Executive Officer of Blade, commented, “Ground mobility has been radically transformed by software and battery technology, as evidenced by the rapid adoption of electric vehicles. The next battle is in the air. This transaction provides the capital for Blade to profitably expandits urban air mobility business using conventional rotorcraft today, while providing a seamless transitionto eVTOL aircraft tomorrow.
”Eric Affeldt, Chief Executive Officer and Chairman of Experience Investment Corp., added, “Our deep investing expertise in aviation led us to evaluate dozens of potential opportunities, of which none proved as compelling an investment opportunity as Blade. We believe Blade has successfully leverag edits first-mover advantage in urban air mobility with proprietary customer-to-cockpit technology,strategic and exclusive passenger terminal infrastructure as well as a loyal customer base to catalyze growth in the industry. They are well-positioned to fortify their business growth through expansion to new markets, globally, as well as through investment in infrastructure to support new routes while accommodating the future requirements of eVTOL. Additionally, KSL’s portfolio company, Ross Aviation,which operates 17 FBOs in North America, including in New York, Massachusetts, and California, may provide important partnership opportunities for Blade and Ross Aviation to accommodate eVTOL routes, maintenance and charging stations in key markets.”
Transaction Overview
Pursuant to the transaction, Experience Investment Corp., which currently holds approximately $275million cash in trust, will combine with Blade at an estimated $825 million pro forma equity value.Assuming no redemptions by Experience Investment Corp. stockholders, Blade’s equity holders immediately prior to closing are expected to hold approximately 43.2% of the issued and outstanding shares of common stock of the combined company immediately following the closing of the business combination.
The combined company’s available cash will be funded through a combination of Experience Investment Corp.’s cash in trust and a $125 million fully committed common stock PIPE at $10.00 per share,including investment commitments from affiliates of Hedosophia, HG Vora Capital Management, KSL Capital Partners, and David Geffen, as well as original investors Barry Diller, David Zaslav and Robert W.Pittman.
The boards of directors of both Blade and Experience Investment Corp. have unanimously approved the proposed transaction. Completion of the proposed transaction is subject to approval of Experience Investment Corp. and Blade’s stockholders and other customary closing conditions, including a registration statement being declared effective by the Securities and Exchange Commission. The transaction is expected to be completed in the first half of 2021.
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Experience Investment Corp. today with the Securities and Exchange Commission and available at www.sec.gov. Blade’s existing shareholder base is comprised of strategic business partners, institutional venture capital firms and leading private venture investors, including: Airbus, Lerer Hippeau, Raine Ventures,LionTree Ventures, Barry Diller (Chairman, IAC Inc.), David Zaslav (CEO of Discovery, Inc.) and Eric Schmidt (former CEO of Google). These existing shareholders will retain 100% of their equity in the combined company through the transaction.
Management and Board of Directors
Upon completion of the transaction, the combined company will continue to be led by Mr. Wiesenthal as Chief Executive Officer. The senior management team will also include Will Heyburn, Chief Financial Officer and Head of Corporate Development, Brandon Keene, Chief Technology Officer, and Melissa Tomkiel, General Counsel.
Upon completion of the transaction, the Board of Directors is expected to include:
- Eric Affeldt, Chief Executive Officer of Experience Investment Corp. and previously CEO of publicly-traded ClubCorp
- Jane Garvey, former administrator of the Federal Aviation Administration (FAA) and former Chairman of the Board of Directors of United Airlines Holdings, Inc.
- Kenneth Lerer, Managing Partner of Lerer Hippeau, Co-Founder of Huffington Post, and former Director of Viacom, Inc.
- Susan Lyne, Co-founder and General Partner of BBG Ventures and former President of ABC Entertainment Group, a division of the Walt Disney Company
- Ted Philip, Lead Independent Director of United Airlines Holdings, Inc. and Lead Independent Director of Hasbro, Inc.
- Rob Wiesenthal, Founder and Chief Executive Officer of Blade; Former Chief Financial Officer of Sony Corp. of America, Head of Global Corporate Development, Sony Corporation, and Chief Operating Officer, Warner Music Group
- David Zaslav, Chief Executive Officer of Discovery, Inc. and Director of Sirius XM Holdings, Inc.,
Lions Gate Entertainment Corp., and Grupo Televisa, S.A.B.
Advisors
Credit Suisse is serving as the exclusive financial and capital markets advisor to Blade. Deutsche Bank Securities is serving as lead capital markets and exclusive financial advisor to Experience Investment Corp., with Citibank and J.P. Morgan acting as joint capital markets advisors. Credit Suisse and Deutsche Bank Securities are also acting as lead placement agents on the private offering, with Citibank and J.P.Morgan acting as joint placement agents. Proskauer Rose LLP is serving as legal advisor to Blade, and Simpson Thacher & Bartlett LLP is serving as legal advisor to Experience Investment Corp.
Investor Conference Call
Blade and Experience Investment Corp. will host a joint investor conference call to discuss the business and the proposed transaction today, December 15th , at 9:00 AM ET.
To listen to the conference call via telephone, dial 1-877-407-9039 or 1-201-689-8470 (international callers/U.S. toll) and enter the conference ID number 13714323. To listen to the webcast, please click here. A replay of the call will be accessible at the webcast link. For Blade investor relations website, visit www.flyblade.com/investors.
About Blade Urban Air Mobility
Blade is a technology-powered, global air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the U.S. and abroad. For more information, visit www.flyblade.com.
About Experience Investment Corp.
Experience Investment Corp. is a special purpose acquisition company sponsored by an affiliate of KSL Capital Partners and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The sponsor is an indirect portfolio company of KSL Capital Partners V, L.P. and its parallel funds and is controlled by KSL Capital Partners V GP, LLC.
About KSL Capital Partners
KSL Capital Partners, LLC is a private equity firm specializing in premier travel and leisure enterprises in five primary sectors: hospitality, recreation, clubs, real estate, and travel services. Since 2005, KSL has raised approximately $13 billion of capital across both debt and equity funds. For more information, please visit www.kslcapital.com.
Additional Information and Where to Find It
Experience Investment Corp. (“EIC”) intends to file with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (the “Form S-4”), which will include a preliminary proxy statement/prospectus in connection with the proposed business combination (the “Merger”) and will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. EIC’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with EIC’s solicitation of proxies for its stockholders’ meeting to be held to approve the Merger because the proxy statement/prospectus will contain important information about EIC, Blade and the Merger. The definitive proxy statement/prospectus will be mailed to stockholders of EIC as of a record date to be established for voting on the Merger. Stockholders will also be able to obtain copies of the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to Experience Investment Corp., 100 St. Paul St., Suite 800. Denver, CO 80206 or mrichardson@riverinc.com.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”, “may”, “plan”, “outlook”, “future” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to EIC’s and Blade’s future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Merger, the business plans, objectives, expectations and intentions of EIC once the Merger and the other transactions contemplated thereby (the “Transactions”) and change of name are complete (“New Blade”), and Blade’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on EIC’s or Blade’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside EIC’s or Blade’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the Transactions due to the failure to obtain approval of the stockholders of EIC or Blade or other conditions to closing in the Merger Agreement; (3) the ability of New Blade to meet Nasdaq’s listing standards (or the standards of any other securities exchange on which securities of the public entity are listed) following the Merger; (4) the inability to complete the private placement of common stock of EIC to certain institutional accredited investors; (5) the risk that the announcement and consummation of the Transactions disrupts Blade’s current plans and operations; (6) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of New Blade to grow and manage growth profitably, maintain relationships with customers, business partners, suppliers and agents and retain its management and key employees; (7) costs related to the Transactions; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the Transactions; (9) the possibility that Blade and New Blade may be adversely affected by other economic, business, regulatory and/or competitive factors; (10) the impact of COVID-19 on Blade’s and New Blade’s business and/or the ability of the parties to complete the Transactions; (11) the outcome of any legal proceedings that may be instituted against EIC, Blade, New Blade or any of their respective directors or officers, following the announcement of the Transactions; and (12) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in EIC’s most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and will also be provided in the Registration Statement on Form S-4 and EIC’s proxy statement/prospectus when available. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and EIC and Blade undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.
This press release is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in EIC and is not intended to form the basis of an investment decision in EIC. All subsequent written and oral forward-looking statements concerning EIC and Blade, the Transactions or other matters and attributable to EIC and Blade or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Participants in the Solicitation
EIC, Blade and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of EIC’s stockholders with respect to the approval of the Merger. EIC and Blade urge investors, stockholders and other interested persons to read, when available, the Form S-4, including the preliminary proxy statement/prospectus and amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the Merger, as these materials will contain important information about Blade, EIC and the Merger. Information regarding EIC’s directors and officers and a description of their interests in EIC is contained in EIC’s annual report on Form 10-K for the fiscal year ended December 31, 2019. Additional information regarding the participants in the proxy solicitation, including Blade’s directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Registration Statement on Form S-4 and the definitive proxy statement/prospectus for the Merger when available. Each of these documents is, or will be, available at the SEC’s website or by directing a request to EIC as described above under “Additional Information About the Transaction and Where to Find It.” No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transactions and 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.
Press Contacts
For Media Relations
Phil Denning / Nora Flaherty
BladeMediaRelations@icrinc.com
Investor Relations
Mike Callahan / Tom Cook
BladeIR@icrinc.com
For Experience Investment Corp.
Maureen Richardson
mrichardson@riverinc.com
For KSL Capital Partners
Maureen Richardson
mrichardson@riverinc.com
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Hai Hospitality Announces Partnership with KSL Capital Partners
Restaurant group enters next phase of expansion with investment from KSL affiliate
AUSTIN, Texas – November 9, 2020 – Leading Austin-based, James Beard Award-winning restaurant group Hai Hospitality today announced that an affiliate of KSL Capital Partners has made a substantial investment in the company. This investment will enable Hai Hospitality to accelerate the growth and expansion of their acclaimed restaurant brands and continue to elevate the guest experience. The Hai Hospitality leadership team, including Founding Chef and Partner Tyson Cole, will remain at the helm. The financial terms of the transaction were not disclosed.
"We opened Uchi Austin in 2003 with a unique and modern approach to Japanese food," said Cole. "It's amazing to see our evolution and the growth of a culture and team so dedicated to offering incredible experiences for our guests every day. I'm excited for KSL's investment and to continue bringing the magic of Hai’s concepts to new markets across the U.S."
The team at KSL have been long-time admirers of the Hai team and culture and its restaurant concepts. "Hai’s extreme attentiveness to the guest experience, exacting attention to culinary and design detail, as well as their focus on people, culture, and community is unmatched in the industry," said Chris Chang, Principal at KSL Capital Partners.
Hai's first restaurant Uchi, which opened in 2003, quickly earned recognition with Cole’s selection as one of Food & Wine Magazine’s “Best Chefs” in 2005. Chef Cole's signature, non-traditional take on Japanese food and the rising popularity of Uchi and sister restaurant, Uchiko, continued to receive accolades, with a designation by Bon Appetit as one of “the 20 Most Important Restaurants in America,” and the James Beard Foundation's "Best Chef Southwest Award" in 2011.
Since the opening of the first location in Austin, five additional Uchi-branded restaurants have opened: Uchiko Austin (2010), Uchi Houston (2012), Uchi Dallas (2015), Uchiba Dallas (2016), and Uchi Denver (2018).
Hai also launched LORO Asian Smokehouse & Bar in 2018, in partnership with Aaron Franklin, a James Beard Award-winning chef and the founder of Franklin Barbecue. Loro is a relaxed, counter-style restaurant combining techniques from Texas barbecue and bold flavors from Southeast Asia to create a unique dining experience that consistently delights a huge base of enthusiastic fans.
"We couldn't imagine a better partner than KSL for growing our restaurant brands and continuing to foster Hai Hospitality’s culture," said Hai Chief Executive Officer Tony Montero. “Hai’s mission to continue elevating the guest experience through innovative food, exceptional service, and thoughtful design aligns perfectly with KSL's long history of building differentiated, experiential hospitality brands that are committed to people and community impact."
"We feel privileged to partner with a team with such a strong operational foundation and look forward to helping grow Uchi and Loro in new and existing markets," said John Ege, Partner at KSL Capital Partners.
About Hai Hospitality
Hai Hospitality is an award-winning restaurant group based in Austin, Texas that began with Uchi, Japanese for ‘home’, and so named for the little red house where Chef Tyson Cole first created his nontraditional take on elevated Japanese cuisine in 2003. Hai Hospitality concepts now include Uchi Austin, Uchi Dallas, Uchi Houston, Uchi Denver, Uchiko Austin, Uchibā Dallas, and LORO Asian Smokehouse and Bar. Hai Hospitality gives each of their restaurants the space to create and cultivate their own identities and supports them in a variety of capacities so that each location has the freedom to grow while still being part of the bigger family—a family that has a common set of core values; a shared vision for food, service, and design; and a collective pool of knowledge and expertise to draw upon no matter where they call home.
About KSL Capital Partners
KSL Capital Partners, LLC is a private equity firm specializing in travel and leisure enterprises in five primary sectors: hospitality, recreation, clubs, real estate, and travel services. KSL has offices in Denver, Colorado; Stamford, Connecticut; and London. Since 2005, KSL has raised approximately $13 billion of capital across both debt and equity funds. KSL's current portfolio includes some of the premier properties in travel and leisure. For more information, please visit www.kslcapital.com.