WilmerHale Represents Blue Apron in Strategic Transaction with FreshRealm

WilmerHale Represents Blue Apron in Strategic Transaction with FreshRealm

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On June 9, 2023, Blue Apron (NYSE: APRN), which offers fresh, chef-designed meals that empower home cooks, announced the signing and closing of a strategic transaction with FreshRealm, a company which partners with leading retailers to solve everyday meals. Under the definitive agreements for the transaction, Blue Apron transferred its operational infrastructure to FreshRealm, including fulfillment centers, equipment, know-how and related personnel, in exchange for approximately $25 million of upfront cash, subject to certain adjustments, and is eligible to receive up to $25 million of value upon the achievement of certain milestones. As a result of the transaction, Blue Apron is now an asset-light company, focused on its direct-to-consumer business.

Concurrently with the sale of its operational infrastructure, Blue Apron and FreshRealm also entered into a production and fulfillment agreement with an initial term of 10 years, under which FreshRealm will be the exclusive supplier of Blue Apron’s meal kits, and Blue Apron and FreshRealm entered into license agreements, under which Blue Apron licensed to FreshRealm certain rights regarding the ability to use the Blue Apron brand in certain retail channels and the right to use certain Blue Apron software. Blue Apron also issued to FreshRealm a warrant to purchase shares of Blue Apron common stock representing 19.9% of the Company’s outstanding common stock.

WilmerHale represented Blue Apron in the transaction, with a team led by Partners Chris Barnstable-Brown, Ariel Soiffer and Mark Nylen, which also included: Senior Associate Rylee Wells and Associates Michaela Rosen and Connor McRory on M&A and corporate matters; Counsels Elese Hanson and Mat Trachok and Associate Helen Park on outsourcing and licensing matters; Partner David Westenberg, Counsel Liz Graffeo and Senior Associate Victoria Peluso on securities matters; Partners Amy Null, Ariella Feingold, Kim Wethly, Julie Hogan Rodgers and Counsel Ben Kelsey on employment, employee benefits, equity compensation and tax matters; Partner Paul Jakubowski and Counsel Benjamin Unger and Associate Armen Grigorian on real estate matters; Partners George Shuster and Nathan Moore on debt financing matters; and Partner Hartmut Schneider and Attorney Carla Gilbertson on antitrust matters. Summer Associate Kevin Agostinelli also provided assistance on M&A and corporate matters.

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