Sky Harbour LLC to Become a Public Company
Through a Combination with Yellowstone Acquisition Company
- Sky Harbour Group (“SHG”) develops and leases private aviation
hangar infrastructure campuses at airports in the United States to
deliver a superior home-basing solution to business and private jet
owners.
- SHG operates its first campus at Sugar Land Airport, Texas
(near Houston) with two additional locations currently under
construction in Opa-Locka, Florida (Miami) and Nashville
International Airport in Tennessee, and has entered into lease
arrangements for two other locations at Centennial Airport in
Denver, Colorado and Deer Valley Airport, in Phoenix, Arizona.
- SHG to become publicly listed through a business combination
with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU and
YSACW), in which Boston Omaha subsidiary serves as sponsor.
- Combined company to have an estimated post-transaction equity
market value of $777 million following expected transaction close
in the fourth quarter of 2021.
- Transaction to provide up to $238 million in gross proceeds,
comprised of Yellowstone Acquisition Company $138 million of cash
held in trust (assuming no redemptions) and a $55 million
investment in SHG to be made by a wholly owned subsidiary of Boston
Omaha Corporation (NASDAQ:BOMN). In addition, Boston Omaha
Corporation has agreed to provide a backstop valued at $45 million
to help assure net investment in cash and securities at closing of
at least $150 million to SHG.
- Additional funds to support the transaction may be raised
through a private placement investment (“PIPE”).
- Separately, SHG anticipates raising additional funds through a
private activity bond financing in September.
Boston Omaha Corporation (NASDAQ:BOMN) (“Boston Omaha”) today
announced that a wholly-owned subsidiary has entered into a series
of agreements to invest at least $55 million in Sky Harbour LLC
(“SHG”) in support of the proposed business combination between SHG
and Yellowstone Acquisition Company (“Yellowstone”) (NASDAQ: YSAC,
YSACU and YSACW) , a special purpose acquisition company in which a
subsidiary of Boston Omaha serves as sponsor. Yellowstone today has
separately publicly announced its entry into an equity purchase
agreement with SHG (the “Equity Purchase Agreement”) in connection
with the proposed business combination. Boston Omaha’s $55 million
equity investment will be funded prior to the closing of the
business combination to help provide financial support for SHG’s
proposed private activity bond financing, assuming SHG raises at
least $80 million in such bond financing. This additional equity
investment will initially be directly into SHG, and upon the
successful consummation of the business combination, will convert
into 5,500,000 shares of the post-combination public company’s
Class A common stock, at a price of $10 per share. In the event the
business combination is not consummated, Boston Omaha’s investment
will remain as Series B Preferred units of SHG. In addition, the
parties will seek to raise additional funding to support the
business combination through a private placement investment
(“PIPE”) to be consummated at the closing of the transaction of
$100 million. In addition to the $138 million raised in
Yellowstone’s initial public offering and held in trust and the $55
million financing, Boston Omaha has agreed to provide to SHG a
backstop valued at up to an additional $45 million through the
purchase of additional shares of Yellowstone Class A common stock
at a price of $10 per share if needed to meet the minimum
investment condition of $150 million in cash and securities to SHG
at the closing.
SHG develops private aviation infrastructure focused on
building, leasing and managing business aviation hangars.
SHG today announced it has entered into a business combination
agreement with Yellowstone . Upon closing of the business
combination, Sky Harbour will become a publicly traded company, and
it is expected that its common stock will be listed on the NASDAQ
exchange. Tal Keinan, Chairman and Chief Executive Officer of SHG,
will continue to lead the business post-transaction. The combined
company will have an implied pro forma equity market value of
approximately $777 million at closing.
Sky Harbour addresses the general and pervasive deficit in
business aviation hangar infrastructure across much of the United
States. The company develops campuses of business aviation hangars,
leases them to corporate, private and government flight departments
on a long-term basis, and manages the campuses, providing essential
services to its tenants.
“Sky Harbour is pleased to be entering into this partnership
with Yellowstone and the Boston Omaha team to capitalize on the
strategic progress the company has made in the last twelve months.
Adam Peterson’s and Alex Rozek’s experience in the infrastructure
space, together with the funding provided by this transaction, will
help the company to meet the demand for its offering across the
country and achieve its growth objectives,” said Mr. Keinan, SHG’s
CEO.
“Boston Omaha’s largest business interests align behind building
American infrastructure. We are attracted to the exceedingly high
barriers to entry for additional, valuable hangar supply at key
airports, all while being financed in an advantaged low-cost way.
We believe Tal has built a best-in-class financial and operational
team, creating considerable strategic value in the time we have
known them. The team has refined a competitive business model that
can scale and we are excited to partner with Sky Harbour,” said
Adam Peterson and Alex Rozek, co-chairmen of Boston Omaha.
Business Combination Transaction Overview
Pursuant to the transaction, Yellowstone, which currently holds
approximately $138 million in cash in trust, will combine with SHG
at an estimated $777 million pro forma equity market value.
Assuming no redemptions by Yellowstone’s existing public
stockholders, SHG’s existing shareholders will hold approximately
58% percent of the issued and outstanding shares of common stock
immediately following the closing of the business combination.
The combined company expects to receive up to $238 million in
gross proceeds, assuming no redemptions of Yellowstone’s existing
public stockholders. This figure excludes additional funds which
may be raised in the PIPE. All SHG equityholders are retaining 100%
of their equity in the combined company. The cash proceeds are
expected to be used to fund the completion of four initial airport
hangar campuses in addition to expansion at SHG’s location
currently in operations.
The sale of Series B Preferred units has been unanimously
approved by the Boston Omaha Board of Directors and the Board of
Managers of SHG. The business combination transaction has between
SHG and Yellowstone has been unanimously approved by both the
Yellowstone Board of Directors and the Board of Managers and all
equityholders of SHG, and is subject to the satisfaction of
customary closing conditions, including the approval of the
shareholders of Yellowstone and the receipt by SHG of at least $80
million in a private activity bond financing currently expected to
close in September.
Additional information about the proposed business combination,
including a copy of the equity purchase agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Yellowstone with the Securities and Exchange Commission
and available at www.sec.gov. The investor presentation can also be
found on Sky Harbour’s website at www.skyharbour.group.
About Sky Harbour LLC
Sky Harbour LLC is an aviation infrastructure company building
the first nationwide network of Home-Basing solutions for business
aircraft. The Company develops, leases and manages business
aviation hangars across the United States based on its proprietary
targeting and acquisition model, targeting airfields with
significant hangar supply and demand imbalances in the largest US
markets. Sky Harbour hangar campuses feature exclusive private
hangars and a full suite of dedicated services specifically
designed for home-based aircraft. Benefits of the Sky Harbour
Home-Basing model include security, efficiency of flight and
maintenance operations, enhanced safety and complete privacy, all
delivered in a beautiful, thoughtfully designed environment. Sky
Harbour LLC is incorporated in Delaware and headquartered at
Westchester County Airport, New York.
About Boston Omaha Corporation
Boston Omaha Corporation is a public holding company with three
majority owned businesses engaged in outdoor advertising, surety
insurance and broadband telecommunications services. The Company
also maintains minority investments including investments in a
bank, a national residential homebuilder, commercial real estate
services businesses.
About Yellowstone Acquisition Company
Yellowstone Acquisition Company is a blank check company formed
for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. In October 2020,
Yellowstone Acquisition Company consummated a $136 million initial
public offering (the “IPO”) of 13,598,898 units (including the
underwriters’ exercise of a majority of its over-allotment option),
each unit consisting of one of the Company’s Class A ordinary
shares and one-half warrant, each whole warrant enabling the holder
thereof to purchase one Class A ordinary share at a price of $11.50
per share.
Additional Information on the Proposed Business
Combination
Yellowstone intends to file a preliminary proxy statement with
the U.S. Securities and Exchange Commission (the “SEC”) in
connection with the proposed business combination, Yellowstone will
mail the definitive proxy statement and other relevant documents to
its stockholders. This communication does not contain all the
information that should be considered concerning the business
combination. It is not intended to provide the basis for any
investment decision or any other decision in respect to the
proposed business combination. Yellowstone’s stockholders and
other interested persons are advised to read, when available, the
preliminary proxy statement, any amendments thereto, and the
definitive proxy statement in connection with Yellowstone’s
solicitation of proxies for the special meeting to be held to
approve the business combination as these materials will contain
important information about SHG and Yellowstone and the proposed
the business combination. The definitive proxy statement will
be mailed to the stockholders of Yellowstone as of a record date to
be established for voting on the business combination. Such
stockholders will also be able to obtain copies of the proxy
statement, without charge, once available, at the SEC’s website at
http://www.sec.gov.
Participants in the Solicitation
Yellowstone, BOC Yellowstone, LLC (the sponsor of the
Yellowstone initial public offering) and their respective
directors, executive officers, other members of management, and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Yellowstone’s stockholders in connection
with the business combination. Investors and security holders
may obtain more detailed information regarding the names and
interests in the business combination of Yellowstone’s directors
and officers in Yellowstone’s filings with the SEC, including
Yellowstone’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed with the SEC on March 12, 2021,
as amended on May 24, 2021 and such information and names of SHG’s
directors and executive officers will also be in the proxy
statement of Yellowstone for the business combination.
Stockholders can obtain copies of Yellowstone’s filings with the
SEC, without charge, at the SEC’s website at www.sec.gov.
SHG and its managers and executive officers may also be deemed
to be participants in the solicitation of proxies from
Yellowstone’s stockholders in connection with the business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the business
combination will be included in the proxy statement for the
business combination when available.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the business combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act that are not historical facts and
involve risks and uncertainties that could cause actual results to
differ materially from those expected and projected. All
statements, other than statements of historical fact contained in
this communication including, without limitation, statements
regarding Yellowstone’s or SHG’s financial position, business
strategy and the plans and objectives of management for future
operations; anticipated financial impacts of the business
combination; the satisfaction of the closing conditions to the
business combination; and the timing of the completion of the
business combination, are forward-looking statements. Words such as
“expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and
variations and similar words and expressions are intended to
identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but
reflect management’s current beliefs, based on information
currently available.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside Yellowstone’s and SHG’s control and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Equity
Purchase Agreement or could otherwise cause the business
combination to fail to close; (ii) the outcome of any legal
proceedings that may be instituted against Yellowstone and SHG
following the execution of the Equity Purchase Agreement and the
business combination; (iii) any inability to complete the business
combination, including due to failure to obtain approval of the
stockholders of Yellowstone or other conditions to closing in the
Equity Purchase Agreement; (iv) the inability to maintain the
listing of the shares of common stock of the post-acquisition
company on The Nasdaq Stock Market following the business
combination; (v) the risk that the business combination disrupts
current plans and operations as a result of the announcement and
consummation of the business combination; (vi) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably and retain its key employees; (vii) costs related to the
business combination; (viii) changes in applicable laws or
regulations; (ix) the possibility that SHG or the combined company
may be adversely affected by other economic, business, and/or
competitive factors; (x) the inability of SHG to raise at least $80
million in its proposed private activity bond financing; and (xi)
other risks and uncertainties indicated in the proxy statement,
including those under the section entitled “Risk Factors”, and in
Yellowstone’s other filings with the SEC.
Boston Omaha and Yellowstone caution that the foregoing list of
factors is not exclusive. Yellowstone cautions readers not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. For information identifying important
factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer
to the Risk Factors section of Yellowstone’s Annual Report on Form
10-K filed with the SEC. Yellowstone’s securities filings can be
accessed on the EDGAR section of the SEC’s website at www.sec.gov.
Except as expressly required by applicable securities law,
Yellowstone disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise.
SHG was represented by Morrison and Foerster LLP and Boston
Omaha was represented by Gennari Aronson LLP and Baker &
Hostetler LLP in connection with the Series B Preferred Unit
transaction.
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version on businesswire.com: https://www.businesswire.com/news/home/20210802005440/en/
Boston Omaha Corporation Catherine Vaughan 617-875-8911
cathy@bostonomaha.com
Boston Omaha (NASDAQ:BOMN)
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