PLBY Group formalizes, expands partnership with Byborg

Pursuant to the licensing agreement, Byborg will license certain Playboy digital intellectual property and operate Playboy Plus, Playboy TV ) and the Playboy Club. The agreement includes $20 million in annual minimum guaranteed payments to PLBY Group (PLBY) over the initial 15-year term, for a total of $300 million against 25% of the net profits from the businesses. The licensing agreement includes up to nine 10-year extensions that are dependent on Byborg achieving certain operational milestones. Additional details will be included in a Form 8-K to be filed with the Securities and Exchange Commission. In addition, PLBY Group entered into a securities purchase agreement with an affiliate of Byborg, pursuant to which the Company would sell to the Purchaser $25 million in newly issued, unregistered shares of the Company’s common stock at a price of $1.50 per share as long as the stock price shortly prior to the anticipated filing of the preliminary proxy for a special meeting of stockholders is at or below $1.65 per share. The additional share sale is subject to the approval of the Company’s stockholders at such special meeting. In the event that the market price of the Company’s common stock is above $1.65 shortly prior to the filing of the preliminary proxy for the special meeting, the Purchaser will have the option to either amend the terms of the SPA to purchase shares at 90% of the then-current 5-day volume-weighted average share price and to revise the number of shares to be purchased, subject to a minimum aggregate commitment of $25 million and a maximum holding following the closing of the SPA of 29.99%, otherwise the SPA would terminate. For example, should the 5-day VWAP be $3.00 just prior to the filing of the preliminary proxy, Byborg would have the option to amend the SPA to buy a specified number shares at $2.70, subject to the minimum dollar commitment and maximum number of shares described above. The purchase and sale of the additional stock in both cases would be subject to PLBY Group’s stockholders voting in favor of the deal at a special meeting to be called for such purpose, and is expected to close promptly following such approval. As previously announced on November 5, 2024, the Purchaser purchased 14.9 million newly issued, unregistered shares of common stock of PLBY Group for a price of $1.50 per share, for a total purchase price of $22.35 million. Those shares, as well as any new shares purchased by Byborg, are subject to a lock-up period ending November 5, 2025. Byborg also entered into a standstill agreement capping its total holdings in PLBY Group at 29.99%. As a result of the initial equity purchase, beginning in 2025, PLBY Group will appoint a director nominated by Byborg and will also add a mutually agreed new independent director.