Yellowstone Acquisition Company (NYSE:YSAC) announced this morning that it has supplemented the financing for its business combination with airport hanger manager Sky Harbour by adding a forward purchase agreement.
The FPA will include financing up to $70 million through an affiliate of Atalaya Capital Management LP. Yesterday, Yellowstone and ACM ARRT VII E LLC, the seller, entered into an agreement for an equity prepaid forward transaction. ACM ARRT VII E intends to purchase shares of common stock after the date of the FPA from holders of shares who have redeemed.
Additionally, the seller has agreed to waive all redemption rights with respect to any shares in connection with the combination as long as the FPA and the equity purchase agreement are not terminated prior to closing, and the closing occurs prior to the outside date. The number of shares will be no more than the lesser of 7,000,000 and 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 shares, it has agreed to acquire additional shares 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.
Yellowstone recently converted a $45 million backstop into a PIPE commitment in exchange for its target waiving its minimum cash condition. The funding, which came from Yellowstone affiliate Boston Omaha Corporation (NASDAQ:BOMN), was originally slated to replace financing from redeeming shareholders as a part of a backstop agreed upon in August. It is now fully committed in addition to a $55 million pre-close Series B investment by Boston Omaha, which will convert to Class A shares at the transaction’s close.
Today’s additional financing comes as Yellowstone is expected to hold its shareholder meeting to vote on the business combination next Tuesday, January 25. The deal had a $150 million minimum cash condition, but Sky Harbour agreed to waive it as a part of the deal.
Yellowstone initially announced the $777 million deal with Sky Harbour on August. West Harrison, New York-based Sky Harbour develops and leases aviation infrastructure facilities across the US, with scaled up comfort features as compared to community hangars.