News on acquisitions
Yellowstone Acquisition Company and Sky Harbour LLC Announce Closing of Business Combination
January 25, 2022
OMAHA, Neb.--(BUSINESS WIRE)--Yellowstone Acquisition Company (NYSE: YSAC, YSACU, YSACW) (“Yellowstone”) and Sky Harbour LLC today that they have closed their previously announced business combination.
The business combination was approved by Yellowstone’s stockholders at a special meeting held on January 25, 2022. Upon completion of the business combination on January 25, 2022, the combined company changed its name to Sky Harbour Group Corporation (“Sky Harbour”). Sky Harbour’s Class A common stock will begin trading on the NYSE American under the ticker symbol “SKYH” commencing January 26, 2022.
The warrants sold as part of the units in the Yellowstone IPO will also begin trading on the NYSE American under the ticker symbol “SKYHWS” commencing January 26, 2022. Holders of Yellowstone units, Class A common stock and warrants will receive Class A common stock and Sky Harbour warrants without needing to take any action and accordingly such holders should not submit the certificates relating to their units, common stock and warrants.
Effective as of the close of the business combination, Yellowstone’s units ceased trading and each Yellowstone unit immediately converted into a share of Sky Harbour Class A common stock and one-half of a warrant to purchase one share of Sky Harbour Class A common stock.
Sky Harbour Group LLC and Yellowstone Acquisition Company Announce Up to $70 Million Forward-Purchase Agreement in Connection with Proposed Business Combination
January 18, 2022
OMAHA, Neb.--(BUSINESS WIRE)--Sky Harbour LLC (“Sky”), which aims to address the shortage of private aviation hangars in many areas across the country by establishing a network of turnkey upscale business aviation hangar complexes, and Yellowstone Acquisition Company (“Yellowstone” or the “Company”) (NYSE: YSAC, YSACU, YSACW), a publicly-traded special purpose acquisition company, today announced that in connection with their proposed business combination (the “Business Combination”), Yellowstone has entered into a forward purchase agreement for up to $70 million with an affiliate of Atalaya Capital Management LP (“Atalaya”), a privately held, SEC-registered alternative investment advisory firm that focuses primarily on private credit and special opportunities investments.
On January 17, 2022, Yellowstone and ACM ARRT VII E LLC (“Seller”), entered into an agreement (the “FPA”) for an Equity Prepaid Forward Transaction (the “FP Transaction”). Pursuant to the terms of the FPA, (a) Seller intends, but is not obligated, to purchase shares (the “Subject Shares”) of Class A common stock of the Company (the “Shares”) after the date of the FPA from holders of Shares (other than the Company, Boston Omaha Corporation or their affiliates) who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the redemption rights set forth in the Company’s charter in connection with the Business Combination and (b) Seller has agreed to waive all redemption rights with respect to any Subject Shares in connection with the Business Combination so long as the FPA and the Equity Purchase Agreement are not terminated prior to the closing of the Business Combination and the closing of the Business Combination occurs prior to the Outside Closing Date (as defined in the Equity Purchase Agreement). The number of Subject Shares shall be no more than the lesser of (i) 7,000,000 and (ii) the maximum number of Shares such that Seller does not beneficially own greater than 9.9% of the Shares on a post- combination pro forma basis. If the Seller acquires less than 2,500,000 Subject Shares, it has agreed to acquire additional Shares (“Additional Shares”) from the Company in a private placement which will be subject to the FPA such that the sum of the number of Additional Shares and the number of Subject Shares will be equal to 2,500,000.
The FPA provides that (a) one local business day following the closing of the Business Combination, the Company will pay to Seller, out of the funds held in the Company’s trust account, an amount (the “Prepayment Amount”) equal to the Redemption Price (as defined in Yellowstone’s Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation”) per Share (the “Initial Price”) multiplied by the aggregate number of Subject Shares and Additional Shares, if any, (together, the “Number of Shares”) on the date of such prepayment, (b) on the first local business day of each calendar quarter after the closing of the Business Combination, the Company will pay to Midtown Madison Management LLC a structuring fee in the amount of $2,500 per quarter and (c) on the date occurring one settlement cycle following the valuation date (which shall occur on the earlier of (i) 18 months after the closing of the Business Combination and (ii) the date specified by Seller in a written notice (not earlier than the day such notice is effective) that, during any 30 consecutive scheduled trading day-period following the closing of the Business Combination, the volume weighted average trading price per Share for 20 scheduled trading days during such period shall have been equal to or less than $5.00 per Share), the Seller shall deliver to the Company the Number of Shares less any Terminated Shares, as described below.
From time to time and on any scheduled trading day after the closing of the Business Combination, Seller may sell Subject Shares or Additional Shares (or any other shares of common stock or other securities of the Company) at its absolute discretion in one or more transactions, publicly or privately, and, in connection with such sales, terminate the FP Transaction in whole or in part in an amount corresponding to the number of Subject Shares or Additional Shares sold (the “Terminated Shares”). At the end of each calendar month during which any such early termination occurs, Seller will pay to the Company an amount equal to the product of (x) the number of shares terminated during such calendar month and (y) the Reset Price, where “Reset Price” refers to, initially, the Initial Price, provided that upon the closing of any follow-on offering of Shares registered under the Securities Act of 1933, as amended, at a price per Share that is lower than the then current Reset Price, the Reset Price will be reduced to equal such price per Share. Seller’s obligations to the Company under the FPA are secured by perfected liens on (i) the cash proceeds of any sale, transfer or other disposition of the Subject Shares, (ii) the deposit account (the “Deposit Account”) into which such cash proceeds (subject to certain carve-outs) are required to be deposited and (iii) proceeds and products of the foregoing. The Deposit Account will be subject to a customary deposit account control agreement in favor of the Company.
Disclosure On Redemptions Relating to the Agreement.
Seller has agreed to waive all redemption rights under the Company’s Certificate of Incorporation that would require redemption by the Company of the Subject Shares. Such waiver may reduce the number of shares of common stock redeemed in connection with the Business Combination, which reduction could alter the perception of the potential strength of the Business Combination.
Participants in the Solicitation
On August 1, 2021, Sky and Yellowstone entered into an equity purchase agreement relating to the business combination that would result in Sky becoming a public company upon the closing of the transaction. Sky intends to list on the New York Stock Exchange (“NYSE”) upon the closing of the Business Combination, which is expected to occur on January 25, 2022. The combined company will be called Sky Harbour Group Corporation and its common stock and warrants are expected to list on the NYSE under the new ticker symbols “SKYH” and “SKYHWS,” respectively.
Yellowstone, BOC Yellowstone, LLC, 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, filed with the SEC on March 12, 2021, as amended on May 24, 2021 and such information and names of Sky’s directors and executive officers which appears in the definitive proxy statement of Yellowstone for the Business Combination (the “Definitive Proxy Statement”) , dated January 7, 2022. Stockholders can obtain copies of Yellowstone’s filings with the SEC, without charge, at the SEC’s website at https://www.sec.gov/.
Sky and its directors 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 is included in the Definitive Proxy Statement which is available at the SEC’s website at https://www.sec.gov/.
The information in this press release 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 Sky’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. Also, forward-looking statements relate to future events or future performance of Sky and include statements about Sky’s expectations or forecasts for future periods and events which are based on Sky management’s assumptions and beliefs in light of the information currently available to it. Words such as “may,” “will,” “should,” “expect,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “predict,” “potential,” “seek” and variations and similar words and expressions and the negative of such terms or other comparable terminology are intended to identify such forward-looking statements. Yellowstone disclaims any obligation to update those statements, except as applicable law may require it to do so, and cautions you not to rely unduly on them. While Yellowstone’s management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond Yellowstone and Sky’s control. Therefore, actual results may differ materially and adversely from those expressed in any forward- looking statements.
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 Sky’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 Sky 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 New York Stock Exchange 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 Sky or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (x) other risks and uncertainties indicated in the Definitive Proxy Statement, including those under the section entitled “Risk Factors”, and in Yellowstone’s other filings with the SEC.
Yellowstone cautions 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 and the Definitive Proxy Statement as filed with the SEC. Yellowstone’s securities filings can be accessed on the EDGAR section of the SEC’s website at https://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.
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.
Yellowstone Acquisition Company Announces Transfer of Listing of Common Stock, Units and Warrants to the New York Stock Exchange
December 23, 2021
OMAHA, Neb.--(BUSINESS WIRE)--Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU and YSACW) (“Yellowstone” or the “Company”) today announced that it is transferring the listing of its common stock, units and warrants from the Nasdaq Capital Market of the Nasdaq Stock Market LLC to the New York Stock Exchange (“NYSE”). The Company anticipates its common stock, units and warrants will begin trading on the NYSE on Tuesday, January 4, 2022, under its current ticker symbols of YSAC, YSACU and YSACW. The Company’s common stock, units and warrants will continue to trade under the same ticker symbols on the Nasdaq Capital Market of the Nasdaq Stock Market LLC until the transfer is complete.
“Sky Harbour is actively building much needed aviation infrastructure throughout the United States and we felt it was important to list on the NYSE, the exchange that is home to the majority of public companies sharing the similar mission of building real assets across the country.”
Tal Keinan, Sky Harbour’s Founder and CEO said, “Sky Harbour is actively building much needed aviation infrastructure throughout the United States and we felt it was important to list on the NYSE, the exchange that is home to the majority of public companies sharing the similar mission of building real assets across the country.”
Yellowstone Acquisition Company Announces Additional $45 Million Common Stock PIPE Subscription for Sky Harbour Group Business Combination Bringing Total to $100 Million
Sky Harbour Group LLC Agrees to Waive Minimum Financing Condition to Complete Business Combination
December 22, 2021
OMAHA, Neb.--(BUSINESS WIRE)--Yellowstone Acquisition Company (the “Company” or “Yellowstone”) (NASDAQ:YSAC, YSACU, YSACW), a special purpose acquisition company, announced today that Boston Omaha Corporation, through its subsidiary BOC YAC, LLC, has agreed to provide $45 million of PIPE financing in connection with the closing of the potential business combination with Sky Harbour LLC (“Sky”), in addition to the $55 million Series B investment that will convert to Class A common stock upon completion of the business combination. Boston Omaha is committing $100 million in total to Sky for the acceleration of Sky’s business plan. The PIPE Financing will be provided through the purchase of Yellowstone Class A common stock at a price of $10.00 per share immediately prior to the closing of the business combination. BOC YAC, LLC has executed a PIPE Subscription Agreement to provide the additional $45 million in equity financing. In consideration of the investment, Sky has agreed to waive the $150 million minimum financing condition (as described below) which required that the Company deliver cash proceeds of at least $150 million (after payment of certain expenses) to Sky as a condition precedent to consummating the business combination.
The Equity Purchase Agreement the parties entered into on August 1, 2021 required that Boston Omaha provide to Sky a backstop (consisting of securities and/or cash) through the purchase of additional shares of YAC Class A common stock, at a price of $10.00 per share immediately prior to the consummation of the business combination if needed, as described below (the “Back-Stop Financing”) in the event that (i) the amount of cash available in the Trust Account immediately prior to closing after deducting only the amounts payable to holders who have validly redeemed their Class A Common Stock plus (ii) the BOC YAC previous investment of $55 million, and (iii) any additional financing amounts (including through a Subsequent PIPE) actually received prior to or substantially concurrently with the closing is less than $150 million (the “Minimum Available Buyer Financing Amount”), Yellowstone and Sky have agreed that the funding of the BOC PIPE will be in lieu of, and will satisfy, Boston Omaha’s obligation to provide the Backstop Financing. The sum of (i), (ii) and (iii) in the preceding sentence, plus the amount of Back-Stop Financing actually funded, if any, is referred to as the “Available Buyer Financing.” The Back-Stop Financing was to be funded in an amount not to exceed $45 million which would be sufficient to cause the Available Buyer Financing to equal the Minimum Available Buyer Financing Amount. Instead, the BOC PIPE will be funded in accordance with the terms of the BOC PIPE Subscription Agreement.
Sky Harbour LLC
August 2, 2021
Sky Harbour LLC, a Developer of Private Aviation Infrastructure, 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).
- 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.
About Yellowstone A.C.
Boston Omaha Announces Closing of Yellowstone Acquisition Company $125 Million Initial Public Offering
October 26, 2020 05:43 PM Eastern Daylight Time, Business Wire
OMAHA, Neb.--(BUSINESS WIRE)--Boston Omaha Corporation (NASDAQ:BOMN) (“Boston Omaha”) announced today that Yellowstone Acquisition Company (“Yellowstone”) closed its initial public offering (the “IPO”) of 12,500,000 units at a price of $10.00 per unit, resulting in gross proceeds of $125,000,000. The units began trading on the NASDAQ Stock Market, LLC (“NASDAQ”) under the ticker symbol “YSACU” on October 22, 2020. BOC Yellowstone LLC, a subsidiary of Boston Omaha, served as the sponsor (the “Sponsor”) for Yellowstone’s IPO.
Each unit issued in the IPO consists of one share of Yellowstone’s Class A common stock and one-half of one warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share. After the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on NASDAQ under the symbols “YSAC” and “YSACW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
The Sponsor has purchased an aggregate of 7,500,000 warrants (which can increase to 7,875,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per whole warrant ($7,500,000 in the aggregate, or $7,875,000 if the over-allotment option is exercised in full) in a private placement that closed simultaneously with the closing of the IPO (the "private placement warrants”). Each whole private placement warrant is exercisable to purchase one whole share of Yellowstone's Class A common stock at $11.50 per share. In addition, the Sponsor acquired 3,593,750 shares of Yellowstone's Class B common stock (up to 468,750 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) for a purchase price of $25,000. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time, if any, when Yellowstone completes an initial business combination, on a one-for-one basis, subject to certain adjustments. In the event a business combination is not consummated within 15 months following the IPO, then $127,500,000 of the proceeds raised in the IPO and through the sale of the private placement warrants will be paid to redeem the shares of Class A common stock sold to the public.
- No officer or director of Boston Omaha shall receive any equity issued to the Sponsor.
- Yellowstone has not selected any potential business combination target.
The purpose of the IPO is to pursue a business combination in an industry other than the three industries in which Boston Omaha currently owns and operates businesses: outdoor advertising, surety insurance and broadband services businesses. For further information regarding the terms of the IPO and the rights and obligations of the Sponsor, please refer to the Yellowstone Prospectus on file with the SEC at www.sec.gov.
Boston Omaha elected to proceed with a SPAC public offering for the following reasons:
- Boston Omaha intends to use its existing capital for the three business lines in which it currently operates: outdoor advertising, surety insurance and fiber-to-the-home broadband services as well as investing in other future potential acquisitions and making other investments. By teaming with other public investors in the IPO, Yellowstone has the ability to pursue business combinations with larger companies than Boston Omaha could pursue currently on a stand-alone basis.
- There are many owner-operated businesses interested in minority owners for growth capital. Boston Omaha has invested in a number of these types of businesses. However, Boston Omaha's ability to acquire a significant equity stake in a larger business through a business combination is limited by the Investment Company Act of 1940 (as amended), which requires a company which holds more than 40% of its assets in minority investments in other businesses to register under the Investment Company Act. This requirement prevents Boston Omaha on a stand-alone basis from consummating larger deals in which it would own a minority interest in a business, thus currently preventing or otherwise significantly limiting its ability to engage in larger business combinations.
- Acquiring a large percentage of equity in certain businesses, such as regulated financial institutions, would require Boston Omaha to comply with very burdensome and expensive regulations which would both limit its overall business operations due to capital and other financial testing covenants and adversely impact its ability to acquire other businesses which would not otherwise be subject to these regulations.
Wells Fargo Securities served as the sole book runner for the IPO. Yellowstone has granted the underwriters a 45-day option to purchase up to an additional 1,875,000 units at the initial public offering price to cover over-allotments, if any. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from Wells Fargo Securities, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800) 326-5897 or email a request to email@example.com. A registration statement relating to the securities offered by Yellowstone was filed with the Securities and Exchange Commission (“SEC”) and became effective on October 21, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Yellowstone, led by Adam Peterson and Alex Rozek, is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses with an intention to initially focus on potential combinations in the homebuilding, manufacturing serving the homebuilding market, financial services and commercial real estate industries.
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Boston Omaha or Yellowstone, including those set forth in the Risk Factors section of Yellowstone’s registration statement and prospectus for the offering filed with the SEC. Copies are available on the SEC’s website at www.sec.gov. Boston Omaha and Yellowstone undertake no obligation to update these statements for revisions or changes after the date of this release, except as required by law.