Pie Face Holdings, Inc. ("Pie Face USA"), a Delaware corporation and Brooklyn, New York-based subsidiary of Pie Face Holdings Pty Ltd, based in Sydney, Australia ("Pie Face Australia"), today announced the closing of a private placement of shares of its Common Stock. Total gross proceeds to Pie Face USA were US$15 million. The purchased shares represent approximately 43% of the issued and outstanding shares of Pie Face USA on a fully-diluted basis.
The shares were purchased by Steve Wynn, the founder, Chairman and CEO of Wynn Resorts, Limited (NYSE: WYNN). Pie Face USA is also announcing that Kevin McCollum, a leading Broadway producer, will be consulting with them on their U.S. marketing programs.
Mr. Wynn will appoint two directors to the Board of Directors of Pie Face USA alongside Wayne Homschek (Co-Founder and CEO of Pie Face Australia and President of Pie Face USA), Betty Fong (Co-Founder and COO of Pie Face Australia), Alun Evans (Head of Business Development of Pie Face Australia) and Chris Sieger (Vice President of Strategic Development of Pie Face USA).
Mr. Homschek said, "We are thrilled to have such experienced and talented entrepreneurs supporting us in the roll-out of Pie Face USA. Initially we will be opening company-owned stores in New York City, followed by a planned national roll-out in other key markets across the United States. We could not have asked for a better endorsement of our brand and our potential in both the United States and globally."
Mr. Wynn said, "Having met the Pie Face USA management team recently and having visited their first store in New York, I came to the conclusion that they were bright people with a bright concept. I look forward to backing them as they expand throughout Manhattan and across the United States."
Mr. McCollum said, "On a recent trip to Australia I came face-to-face with Pie Face and fell in love with their pies and the creative energy behind the brand. When Wayne and Betty opened their first store in America, I was compelled to seek them out and be a part of the Pie Face adventure."
Mr. Wynn is one of America's most respected entrepreneurs and is the founder, Chairman and CEO of Wynn Resorts, Limited, the developer, owner and operator of Wynn Las Vegas, Encore at Wynn Las Vegas, Wynn Macau and Encore at Wynn Macau. Mr. Wynn has been involved in the hospitality industry since 1963, when he took over his family's bingo parlor in Maryland. In 1967, he accumulated a small stake in the Frontier Hotel and Casino in Las Vegas. From there, Mr. Wynn went on to rebuild the Las Vegas strip by building or refurbishing the Golden Nugget, The Mirage, Treasure Island, Bellagio, Wynn Las Vegas and Encore at Wynn Las Vegas. In 2006, Wynn Resorts, Limited opened one the first casinos in Macau, Wynn Macau. Encore at Wynn Macau opened in 2010.
Mr. McCollum is one of Broadway's most successful producers, having credits for such productions as Rent in 1996. That year, Rent won Tony Awards for Best Musical, Best Book, Best Score and Best Featured Actor as well as the Pulitzer Prize for Drama. In 2005, he served as the Executive Producer for the movie version of Rent. His company, The Producing Office, has been responsible for a number of highly successful projects including Avenue Q in 2004, The Drowsy Chaperone in 2006 and In the Heights in 2007.
The shares were issued in a private placement to accredited investors that was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in accordance with Rule 506 of Regulation D promulgated under the Securities Act. The shares have not been registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities.
About Pie Face USA:
Pie Face USA was incorporated in April 2011 as a wholly-owned subsidiary of Pie Face Australia. It currently has one store open at 1691 Broadway in Manhattan and a 6,000 square foot central commissary in Sunset Park, Brooklyn, where all of the products are made from scratch.
Pie Face USA has begun development of a second store in Manhattan at 507 Third Ave (Murray Hill) and has signed leases for stores in Manhattan at 469 Seventh Avenue (Penn Plaza District) and 169 West 23rd Street (Chelsea). Pie Face USA is also actively negotiating leases for additional sites in Manhattan.
Pie Face USA serves hand-made gourmet meat pies, sweet pies, sausage rolls, sandwiches, wraps, soups, mashed potatoes and gravy, quiche, pastries, muffins, cookies, brownies and other baked goods in addition to espresso and coffee under its "Wake Me Up!!!" brand. All of the Pie Face USA meat pies have cute little faces piped onto them that denote the flavors of the fillings. In addition, the Pie Face USA espresso coffee comes in four strengths from "Still Asleep!" to "Kick My Arse!" "Wake Me Up!!!" coffee is roasted in Sydney and flown to New York. Pie Face USA intends to operate all of its New York City stores on a 24/7 basis.
About Pie Face Australia:
Pie Face Australia is a leading bakery café chain founded in 2003 by Wayne Homschek and Betty Fong and currently has 75 stores open across the East Coast of Australia. It has both franchised and company-owned stores and has plans to expand the chain throughout Australia as well as into other key markets such as the UK, New Zealand, Japan, Asia and elsewhere. All products are made from scratch in Pie Face Australia's central commissary in Sydney, Australia.
Cautionary Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements which are based current expectations and beliefs, as well as on a number of assumptions concerning future events made with information that is currently available. The words "will," "would," "may," "should," "estimate," "project," "forecast," "intend," "expect," "believe," "target," "designed," "plan" and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside the control of Pie Face USA and Pie Face Australia, and which could cause actual results to differ materially and adversely from such statements. Neither Pie Face USA nor Pie Face Australia assumes any obligation to update or supplement such forward-looking statements.