Skinny Nutritional, the maker of Skinny Water® and a leader in the zero-calorie enhanced water category, announced this morning that it has secured financing to drive a national expansion strategy. Trim Capital LLC has agreed to a financing transaction involving the issuance of $9,000,000 of preferred and common stock and a $6,000,000 senior secured credit facility. At the initial closing, Skinny Nutritional sold a $1,000,000 senior secured bridge note.
"The investment Trim Capital is making in Skinny Water will give the Company the capital to execute its growth plan. Having access to this capital will allow us to accelerate our marketing and brand initiatives, add new product lines under the Skinny Nutritional Corp. umbrella of Skinny trademarks and build inventory levels to satisfy the demand for our products," stated Michael Salaman, CEO of Skinny Nutritional Corp.
Trim Capital LLC's Managing Partner, Marc Cummins commented, "Skinny Water is exactly the type of investment we look for - one with the perfect combination of a solid consumer proposition, a healthy distribution system and a robust product pipeline that will continue to deliver great-tasting and healthy products to the marketplace."
The financing is structured to occur in three separate closings, with each of the second and third closings subject to certain conditions. Upon the Third Closing, Trim Capital will acquire $9,000,000 of equity units consisting of shares of a newly authorized series of redeemable senior preferred stock and shares of common stock equal to 65% of the fully diluted shares of common stock of the Company. In addition, at the third closing Trim Capital will provide the Company with a $6,000,000 senior secured credit facility.
At the first closing which was completed on June 28, 2012, the Company sold a $1,000,000 senior secured bridge note to Trim Capital. At the second closing, which is anticipated to occur within 45 days, Trim Capital will purchase an additional $3,000,000 of securities of the Company, consisting of a combination of an additional senior secured bridge note and equity units consisting of preferred and common stock. At the third closing, the bridge notes sold at the first and second closings will convert into equity units, and, in addition, Trim Capital will purchase $5,000,000 of additional equity units such that, after the third closing, Trim Capital will own $9,000,000 of redeemable senior preferred stock and 65% of the fully diluted shares of common stock of the Company.
The second closing is subject to customary closing conditions, as well as ,the negotiation of the final terms of the senior secured credit facility and the filing of a proxy statement with the Securities and Exchange Commission relating to an annual meeting of stockholders to vote on, among other things, the authorization of sufficient shares of preferred stock and common stock to issue at the third closing. The third closing is subject to customary closing conditions, as well as stockholder approval of various matters relating to the transaction.
The senior preferred stock to be issued at the second closing will have no voting rights at the time of its issuance at the second closing; provided that, at the third closing, the holders of the senior preferred stock issued at the second and third closings will be entitled to elect four members of an expanded seven-member board of directors and will have certain protective provisions requiring the consent of the holders of the preferred stock for certain corporate actions.
The Board of Directors of the Company has approved the transactions consummated at the first closing and the transactions to be consummated at the second and third closings, subject to, among other things, the finalization of the documents relating to the preferred stock and the proposed senior secured credit facility. Michael Salaman, the Company's CEO and a director, is a minority investor in Trim Capital. Bryant Park Capital initiated the transaction and served as the exclusive financial advisor to Skinny Nutritional Corp. throughout the transaction.
Trim Capital LLC is affiliated with Prime Capital, LLC, a private investment firm that assists consumer companies in financing operations and expansion. Trim's objective is to assist Skinny Water in building its brand by providing strategic, branding and marketing expertise, as well as, operational support.
Skinny Nutritional Corp. holds an extensive portfolio of trademarks for Skinny products and has a planned roll-out schedule that is expected to fuel significant growth. More information about upcoming launches will be detailed in the coming months.
The current Skinny Water® lineup features six great-tasting flavors, including Acai Grape Blueberry (Hi-Energy), Raspberry Pomegranate (Crave Control), Lemonade Passionfruit (Total-V), Orange Cranberry Tangerine (Wake Up), Pink Citrus (Power) and Goji Black Cherry (Shape). Every bottle of Skinny Water® has all natural colors and flavors, key electrolytes, antioxidants and vitamins, featuring ZERO calories, ZERO sugar, ZERO sodium, and ZERO carbohydrates with no preservatives.
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