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Mudrick Capital Acquisition Corp. II Form DEFA14A Filed 2021-06-22

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Mudrick Capital Acquisition Corp. II Form DEFA14A Filed 2021-06-22 SECURITIES AND EXCHANGE COMMISSION FORM DEFA14A Additional definitive proxy soliciting materials and Rule 14(a)(12) material Filing Date: 2021-06-22 SEC Accession No. 0001193125-21-195692 (HTML Version on secdatabase.com) FILER Mudrick Capital Acquisition Corp. II Mailing Address Business Address 527 MADISON AVENUE 6TH 527 MADISON AVENUE 6TH CIK:1820727| IRS No.: 852320197 | State of Incorp.:DE | Fiscal Year End: 1231 FLOOR FLOOR Type: DEFA14A | Act: 34 | File No.: 001-39771 | Film No.: 211033045 NEW YORK NY 10022 NEW YORK NY 10022 SIC: 5900 Miscellaneous retail 646-747-9500 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material Pursuant to Section 240.14a-12 Mudrick Capital Acquisition Corporation II (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Topps Company Announces First Quarter 2021 Results Net Sales Increased 55.3% Net Income Growth of $23.0 Million to $23.4 Million Adjusted EBITDA* Growth of $23.0 Million to $35.9 Million Raises Full Year 2021 Outlook New York, NY - June 22, 2021 The Topps Company, Inc. (Topps or the Company), a global leader in sports and entertainment collectibles and confections, today announced financial results for the first quarter ended April 3, 2021. First Quarter 2021 Financial Highlights Comparison of the Thirteen Weeks Ended April 3, 2021 to the Fourteen Weeks Ended April 4, 2020 Net sales increased by $59.3 million, or 55.3%, to $166.6 million Gross margin improved 200 basis points to 39.4% Net income grew $23.0 million to $23.4 million Adjusted EBITDA* grew $23.0 million to $35.9 million Adjusted EBITDA margin* increased 950 basis points to 21.5% First Quarter 2021 Segment Highlights Comparison of the Thirteen Weeks Ended April 3, 2021 to the Fourteen Weeks Ended April 4, 2020 Sports & Entertainment segment net sales increased 105.3% to $103.2 million Physical Sports & Entertainment net sales increased 101.7% Digital Sports & Entertainment net sales increased 111.1% Gift Cards net sales increased 131.4% Sports & Entertainment segment Adjusted EBITDA increased 373.2% to $32.0 million generating an Adjusted EBITDA margin of 31.0% compared to 13.4% Confections segment net sales increased 11.3% to $63.5 million Confections segment Adjusted EBITDA was $10.7 million generating an Adjusted EBITDA margin of 16.9% compared to 19.9% * Non-GAAP measure; complete definitions of Topps non-GAAP measures are provided herein under Non-GAAP Measures Disclosures. Michael Brandstaedter, Chief Executive Officer of The Topps Company stated, Fiscal 2021 is off to a great start. We generated notable outperformance in our Sports & Entertainment segment combined with very solid top line expansion in our Confections segment. With our strong first quarter results, I am pleased to report that we have meaningfully raised our full year 2021 net sales and Adjusted EBITDA* targets. Outlook For 2021, the Company now expects net sales to be in the range of $740 million to $760 million, representing an increase of 31% to 34% over 2020 net sales of $567 million. Adjusted EBITDA*, is now expected to be in the range of $130 million to $140 million, representing an increase of 41% to 52% over 2020 Pro Forma Adjusted EBITDA* of $92 million. 2020 Pro Forma Adjusted EBITDA* and 2021 Adjusted EBITDA* include estimated public company costs of $9 million. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document First Quarter 2021 Financial Results Net sales increased by $59.3 million, or 55.3%, to $166.6 million for the first quarter of 2021, from $107.3 million in the first quarter of 2020, reflecting substantially higher Sports & Entertainment sales as well as an increase in Confections sales. 13 weeks ended 14 weeks ended April 3, 2021 April 4, 2020 $ Change % Change (in thousands) Net sales $ 166,618 $ 107,282 $59,336 55.3 % Sports & Entertainment 103,159 50,250 52,909 105.3 % Confections 63,459 57,032 6,427 11.3 % Consolidated gross margin improved 200 basis points, to 39.4% in the first quarter of 2021 from 37.4% in the first quarter of 2020. The improvement mainly reflected a mix shift of net sales to e-commerce in Physical Sports & Entertainment and the improved profitability of Sports & Entertainment, partially offset by higher freight costs and a mix shift to higher cost products in Confections. SG&A decreased by $1.8 million in the first quarter of 2021, or 5.5%, to $30.7 million or 18.4% of net sales from $32.5 million or 30.3% of net sales in the first quarter of 2020. The decrease primarily reflects a favorable impact of foreign exchange on the remeasurement of intercompany balances due to a stronger British Pound Sterling versus the US Dollar exchange rate, partially offset by higher employee-related costs in the first fiscal quarter of 2021 compared to the first fiscal quarter of 2020. Net income for the first quarter of 2021 was $23.4 million compared to $0.4 million in the first quarter of 2020. Adjusted EBITDA* in the first quarter of 2021 increased 178.0% to $35.9 million with an Adjusted EBITDA* margin of 21.5% compared to Adjusted EBITDA* of $12.9 million with an Adjusted EBITDA* margin of 12.0% in the first quarter of 2020. * Non-GAAP measure; complete definitions of Topps non-GAAP measures are provided herein under Non-GAAP Measures Disclosures. Business Combination On May 12, 2021, Mudrick Capital Acquisition Corporation II (MUDS) (NASDAQ: MUDS), a publicly-traded special purpose acquisition company, filed its preliminary proxy statement with the Securities and Exchange Commission (the SEC) in connection with its proposed business combination with The Topps Company. Upon closing of the transaction, the combined company will be named Topps Companies, Inc. and will be listed on NASDAQ under the new ticker symbol TOPP. On June 22, 2021, MUDS filed an amendment to its preliminary proxy statement which includes Topps complete First Quarter 2021 financial results. About The Topps Company Founded in 1938, The Topps Company, Inc. is a global consumer products company that entertains and delights consumers through a diverse, engaging, multi-platform product portfolio that includes physical and digital collectibles, trading cards, trading card games, sticker and album collections, memorabilia, curated experiential events, gift cards and novelty confections. Topps Physical Sports & Entertainment products include Major League Baseball, Major League Soccer, UEFA Champions League, Bundesliga, National Hockey League, Formula 1, Star Wars, WWE, Wacky Packages®, Garbage Pail Kids®, Mars Attacks® and more. Topps Digital Sports & Entertainment has connected with people around the world who have downloaded our apps including Topps® BUNT®, TOPPS® Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document KICK®, Star Wars: Card Trader by Topps®, Topps® WWE SLAM, Topps® NHL SKATE, Marvel Collect! by Topps® and Disney Collect! by Topps®. Topps Digital Services is a leading processor, distributor and program manager of prepaid gift cards and provider of cloud-based financial services and white label e-gift solutions for widely recognized digital businesses that include Airbnb, Deliveroo, DoorDash, Hulu, Instacart, Netflix, Nike, Twitch and Uber. Topps Confections, Bazooka Candy Brands, produces, markets and distributes confections brands including Ring Pop®, Push Pop®, Baby Bottle Pop®, Juicy Drop®, Finders Keepers®, and Bazooka® bubble gum. For additional information visit topps.com, play.toppsapps.com, toppsdigitalservices.com, Candymania.com, investors.thetoppscompany.com. About The Tornante Company The Tornante Company, LLC is a privately held investment firm founded and owned by former Walt Disney Company CEO Michael Eisner. Tornante invests in, acquires, and operates media and entertainment companies. The company owns Topps and Portsmouth Football Club, of the English Football League, and has created critically acclaimed series such as Undone for Amazon Studios, BoJack Horseman and Tuca and Bertie for Netflix, and NOS4A2, an AMC Original Series. About Mudrick Capital Acquisition Corporation II MUDS is a blank check company 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.
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